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                                INDUSTRIAL SPACE LEASE
                                 (SINGLE TENANT NET)


     THIS LEASE, DATED MARCH 6, 1992, for reference purposes only, is made by 
and between RENCO EQUITIES IV, A GENERAL PARTNERSHIP ("Landlord"), and ZYCAD 
CORPORATION, A DELAWARE CORPORATION ("Tenant"), to be effective and binding 
upon the parties as of the date the last of the designated signatories to 
this Lease shall have executed this Lease (the "Effective Date of this Lease")

                                     ARTICLE 1
                                    REFERENCES

     1.1  REFERENCES:  All references in this Lease (subject to any further 
clarifications contained in this Lease) to the following terms shall have 
the following meaning or refer to the respective address, person, date, 
time period, amount, percentage, calendar year or fiscal year as below set 
forth: 

     A.  Tenant's Address for Notices:  Zycad Corporation
                                        47100 Bayside Parkway
                                        Fremont, Ca 94538

     B.  Tenant's Representative:       Douglas Klint

          Phone Number:                 510-623-4400
                                        ----------------------------

     C.  Landlord's Address for Notices:    Renco Equities IV
                                            1285 Oakmead Parkway
                                            Sunnyvale, Ca. 94086

     D.  Landlord's Representative:     Jerry Hodnefield

          Phone Number:                 (408) 730-5500

     E.  Intended Commencement Date:    August 1, 1992

     F.  Intended Term:                 Seven (7) Years
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     G.  Lease Expiration Date:         July 31, 1999

     H.  Tenant's Punchlist Period:     30 days

     I.  Fifth Month's Prepaid Rent:    $48,426

     J.  Late Month's Prepaid Rent:     0

     K.  Tenant's Security Deposit:     $46,090

     L.  Late Charge Amount:            3% of late amount

     M.  Tenant's Required Liability Coverage:  3 million dollar single limit

     N.  Brokers:                       Wayne Mascia Associates

     O.  Property or Project: That certain real property, situated in the 
City of FREMONT, COUNTY of ALAMEDA, State of California, is presently 
improved with one building, which real proper is shown on the Site Plan 
attached hereto as Exhibit "A" and is commonly known as or otherwise 
described as follows:

                            47100 Bayside Parkway

     P.  Building:  That certain Building within the Property in which the 
Leased Premises are located, which Building is shown outlined in red on 
Exhibit "A" hereto.

     Q.  Outside Areas:  The "Outside Areas" shall mean all areas within the 
Property which are located outside the buildings, such as pedestrian 
walkways, parking areas, landscaped areas, open areas and enclosed trash 
disposal areas.

     R.  Leased Premises:  All tile interior space within the Building, 
consisting of approximately 61,454 square feet and, for purposes of this 
Lease, agreed to contain said number of square feet. The Leased Premises are 
commonly known as or otherwise described as follows:

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                    Assessor's Parcel Number 519-1005-82

     S.  Base Monthly Rent:  The term "Base Monthly Rent" shall mean the 
following:

     No Base Monthly Rent during he first four (4) months of the Lease Term. 
A Base Monthly Rent of Forty Eight Thousand Four Hundred Twenty Six ($48,426) 
Dollars for each month of the final eighty months of the Lease Term as 
modified by the terms of Article #2 of the Exhibit C "Tenant Improvement 
Agreement". 

     T.  Permitted Use:  The term "Permitted Use" shall mean the following:

     Light manufacturing, office, distribution, sales and related functions, 
and research and development.

     U.  Exhibits:  The term "Exhibits" shall mean the Exhibits to this Lease 
which are described as follows: 

         Exhibit "A"-Site Plan showing the Property and delineating the 
Building in which the Leased Premises are located.

         Exhibit "B"-Floor Plan outlining the Leased Premise

         Exhibit "C"-Tenant Improvement Agreement

         Exhibit "D"-Acceptance Agreement

     V.  Addenda:  The term "Addenda" shall mean the Addendum (of Addenda) to 
this Lease which is (or are) described as follows:



                                  ARTICLE 2:
                     LEASED PREMISES, TERM AND POSSESSION

     2.1  DEMISE OF LEASED PREMISES:  Landlord hereby leases to Tenant and 
Tenant hereby leases from Landlord for Tenant's own use in the conduct Of 
Tenant's business and not for purposes of speculating in real estate, for the 
Lease Term and upon the terms and subject to the conditions of this Lease, 
that certain interior space described in Article I as the Leased Premises, 
reserving and excepting to Landlord the exclusive right to all profits to be 
derived from any assignments or sublettings by Tenant during the Lease Term 
by reason of the appreciation in the fair market rental value of the Leased 
Premises. Tenant's lease

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of the Leased Premises, together with the appurtenant right to use the 
Outside Areas as described in Article 2.2 below, shall be conditioned upon 
and be subject to the continuing compliance by Tenant with (i) all die terms 
and conditions of this Lease, (ii) all Laws governing the use of the Leased 
Premises and the Property, (iii) all Private Restrictions, casements and 
other matters now of public record respecting the use of the Leased Premises 
and the Property, and (iv) all reasonable rules and regulations from time to 
time established by Landlord.

     2.2  RIGHT TO USE OUTSIDE AREAS:  As an appurtenant right to Tenant's 
right to the use and occupancy of the Leased Premises, Tenant shall have the 
exclusive right to use the Outside Areas in conjunction with its use of the 
Leased Premises solely for the purposes for which they were designed and 
intended and for no other purposes whatsoever. Tenant's right to so use the 
Outside Areas shall be subject to the limitations on such use as set forth in 
Article 4 and shall terminate concurrently with any termination of this Lease.

     2.3  LEASE COMMENCEMENT DATE AND LEASE TERM:  The term of this Lease 
shall begin, and the Lease Commencement Date shall be deemed to have 
occurred, on the Intended Commencement Date (as set forth in Article 1) 
unless either (i) Landlord is unable to deliver possession of the Leased 
Premises to Tenant on the Intended Commencement Date, in which case the Lease 
Commencement Date shall be as determined pursuant to Article 2.4 below or 
(ii) Tenant enters into possession of the Leased Premises prior to the 
Intended Commencement Date, except as provided elsewhere herein in which case 
the Lease Commencement Date shall be as determined pursuant to Article 2.7 
below (the "Lease Commencement Date"). The term of the Lease shall end on 
the Lease Expiration Date (as set forth in Article I), irrespective of 
whatever date the Lease Commencement Date is determined to be pursuant to the 
foregoing sentence. The Lease Term shall be that period of time commencing on 
the Lease Commencement Date and ending on the Lease Expiration Date (the 
"Lease Term").

     2.4  DELIVERY OF POSSESSION:  Landlord shall deliver to Tenant 
possession of the Leased Premises on or before the Intended Commencement Date 
(as set forth in Article 1) in their presently existing condition, broom 
clean, unless Landlord shall have agreed, as a condition to Tenant's 
obligation to accept possession of the Leased Premises pursuant to a written 
Exhibit or Addenda attached to and made a part of this Lease, to modify 
existing interior improvements or to make, construct and/or install 
additional specified improvements within the Leased Premises or to the 
Outside Areas, in which case Landlord shall deliver to

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Tenant possession of the Leased Premises on or before the Intended 
Commencement Date as so modified and/or improved. If Landlord is unable to so 
deliver possession of the Leased Premises to Tenant in the agreed condition 
on or before the Intended Commencement Date, for whatever reason, Landlord 
shall not be in default under this Lease, nor shall this Lease be void, 
voidable or cancellable by Tenant until the lapse of sixty (60) days after 
the Intended Commencement Date (the "delivery grace period"); however, the 
Lease Commencement Date shall not be deemed to have occurred until such date 
as Landlord notifies Tenant that the Leased Premises are in the agreed 
condition and are Ready for Occupancy. Additionally, the delivery grace 
period above set forth shall be extended for thirty (30) additional days as 
Landlord may be delayed in making the agreed improvements and/or delivering 
possession of the Leased Premises to Tenant by reason of Force Majerue or the 
actions of Tenant. If Landlord is unable to deliver possession of the Leased 
Premises in the agreed condition to Tenant within the described delivery 
grace period (including any extensions thereof by reason of Force Majeure or 
the actions of Tenant), then Tenant's sole remedy shall be to cancel and 
terminate this Lease and in no event shall Landlord be liable in damages to 
Tenant for such delay. Tenant may not cancel this Lease at any time after the 
date Landlord notifies Tenant that the Leased Premises have been put into the 
agreed condition and are Ready for Occupancy.

     2.5  ACCEPTANCE OF POSSESSION:  Tenant acknowledges that it has 
inspected the Leased Premises and is willing to accept them in their existing 
condition, broom clean, unless Landlord shall have agreed as a condition to 
Tenant's obligation to accept possession of the Leased Premises pursuant to a 
written Exhibit or Addenda attached to and made a part of the Lease, to 
modify existing interior improvements or to make, construct an/or install 
specified improvements within the Leased Premises, in which case Tenant 
agrees to accept possession of the Leased Premises when Landlord has 
substantially completed such modification or improvements and the Leased 
Premises are Ready for Occupancy with final inspection and approval having 
been completed. If Landlord shall have so modified existing improvements or 
constructed additional improvements within the Leased Premises for Tenant, 
Tenant shall, within Tenant's Punchlist Period (as set froth in Article I) 
which shall commence on the date that Landlord notifies Tenant that the 
agreed improvements have been completed and the Leased Premises are Ready for 
occupancy, submit to landlord a signed copy of the Acceptance Agreement 
attached hereto as Exhibit "D" together with a punchlist of all incomplete 
an/or improper work performed by Landlord. Upon the expiration of Tenant's 
Pucnhlist Period, Tenant shall be conclusively deemed to have accepted 

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the Leased Premises in their then-exitisting condition as so delivered by 
Landlord to Tenant, except as to those items reasonably set forth in the 
punchlist submitted to Landlord prior to the expiration of said period. 
Landlord agrees to correct all items reasonably set forth in Tenant's 
punchlist, provided that such punchlist was submitted to Landlord within 
Tenant's Punchlist Period. Additionally, Landlord agrees to place in good 
working order all existing plumbing, lighting, heating, ventilating and air 
conditioning systems and elevator systems within the Leased Premises and all 
man doors and roll-up truck doors serving the Leased Premises to the extent 
that such systems an/or items are not in good operating condition as of the 
date Tenant accepts possession of the Leased Premises; provided that, and 
only if, Tenant notifies Landlord in writing of such failures or deficiencies 
within thirty (30) business days from the date Tenant so accepts possession 
of the Leased Premises.

     2.6  SURRENDER OF POSSESSION:  Immediately prior to the expiration or 
upon the sooner termination of this Lease, Tenant shall remove all of 
Tenant's signs from the exterior of the Building and shall remove all of 
Tenant's equipment, trade fixtures, furniture, supplies, wall decorations and 
other personal property from the Leased Premises, and shall vacate and 
surrender the Leased Premises to Landlord in the same condition, broom clean, 
as existed at the Lease Commencement Date. Return of Premises to Landlord 
shall be subject to normal wear and tear, except that all systems shall be in 
good operating condition. Tenant shall repair all damage to the Leased 
Premises caused by Tenant's removal of Tenant's property and all damage to 
the exterior of the Building caused by Tenant's removal of Tenant's removal 
of Tenant's property and all damage to the exterior of the building caused by 
Tenant's removal of Tenant's signs. Tenant shall patch and refinish, to 
Landlord's reasonable satisfaction, all penetrations made by Tenant or its 
employees to the floor, walls, or ceiling of the Leased Premises, whether 
such penetrations were made with Landlord's approval or not. Tenant shall 
clean, repair or replace all stained or damaged ceiling tiles, wall coverings 
and clean or replace as may be required floor coverings to the reasonable 
satisfaction of Landlord. Tenant shall replace all burned out light bulbs and 
damaged light lenses, and clean and all painted walls. Tenant at its sole 
cost shall retain a mechanical contractor acceptable to Landlord to service 
all heating, ventilating, and air-conditioning equipment and restore (or 
replace as required) said equipment to good working order. Tenant shall pay 
the cost of restoring or replacing all trees, shrubs, plants, lawn and ground 
cover, and repair (or replace as required) all paved surfaces of the 
Property, and otherwise satisfy all requirements to repair any damage or 
excessive wear to the Leased Premises, Building, Outside Areas, and/or 
Property. Tenant

<PAGE>

shall repair all damage caused by Tenant to the exterior surface of the 
Building and the paved surfaces of the outside areas adjoining the Leased 
Premises and, where necessary, replace or resurface same. Additionally, 
Tenant shall, prior to the expiration or sooner termination of this Lease, 
remove any improvements constructed or installed by Tenant which Landlord 
requests be so removed by Tenant and repair all damage caused by such 
removal. If the Leased Premises are not surrendered to Landlord in the 
condition required by this Article at the expiration or sooner termination of 
this Lease, Landlord may, at Tenant's expense, so remove Tenant's signs, 
property and/or improvements not so removed and make such repairs and 
replacements not so made or hire, at Tenant's expense, independent 
contractors to perform such work. Tenant shall be liable to Landlord for all 
costs incurred by Landlord in returning the Leased Premises to the required 
condition, plus interest on all costs incurred from the date paid by Landlord 
at die then maximum rate of interest not prohibited by Law unfit paid, 
payable by Tenant to Landlord within ten days after receipt of a statement 
therefore from Landlord, and Tenant shall be deemed to have impermissibly 
held over until such time as such required work is completed, and Tenant 
shall pay Base Monthly Rent and Additional Rent in accordance with the terms 
of Section 13,2 (Holding Over) until such work is completed. Tenant shall 
indemnify Landlord against loss or liability resulting from delay by Tenant 
in so surrendering the Leased Premises, including, without limitation, any 
claims made by any succeeding tenant or any losses to Landlord due to lost 
opportunities to lease to succeeding tenants.

     2.7  EARLY OCCUPANCY:  If Tenant enters into possession of the Lease 
Premises prior to the Intended Commencement Date (or permits its contractors 
to enter the Leased Premise prior to the Intended Commencement Date), unless 
otherwise agreed in writing by Landlord, the Lease Commencement Date shall be 
deemed to have occurred on such sooner date, and Tenant shall be obligated to 
perform all its obligations under this Lease, including the obligation to pay 
rent, from that sooner date, except as otherwise provided herein.

                                  ARTICLE 3:
                   RENT, LATE CHARGES AND SECURITY DEPOSITS

     3.1  BASE MONTHLY RENT:  Commencing on the Lease Commencement Date (as
determined pursuant to Article 2.3 above) and continuing throughout the Lease
Term, Tenant shall pay to Landlord, without prior demand therefore, advance on
the first day of each calendar month, as base monthly rent, the amount set forth
as "Base Monthly Rent" in Article 1 (the "Base Monthly Rent").

<PAGE>

     3.2  ADDITIONAL RENT:  Commencing on the Lease Commencement Date (as 
determined pursuant to Article 2.3 above) and continuing throughout the Lease 
Term, in addition to the Base Monthly Rent, Tenant shall pay to Landlord as 
additional rent (the "Additional Rent") the following amounts:

          An amount equal to all Property Operating Expenses (as defined in 
article 13) incurred by Landlord.  Payment shall be made by whichever of the 
following methods (or combination of methods) is (are) from time to time 
designated by Landlord:

                Landlord may bill to Tenant, on a periodic basis not more 
frequently than monthly, the amount of such expenses (or group of expenses) 
as paid or incurred by Landlord, and Tenant shall pay to Landlord the amount 
of such expenses within fifteen (15) days after receipt of a written bill 
therefore form Landlord; and/or

                Landlord may deliver to Tenant Landlord's reasonable estimate 
of any given expense (such as Landlord's Insurance Costs or Real Property 
Taxes), or group of expenses, which it anticipates will be paid or incurred 
for the ensuing calendar or fiscal year, a Landlord may determine, and Tenant 
shall pay to Landlord an amount of equal to the estimated amount of such 
expenses for such year in equal monthly, installments during such year with 
the installments of Base Monthly Rent.

                Landlord reserves the right to change from time to time the 
methods of billing Tenant for any given expense or group of expenses or the 
periodic basis on which such expenses are billed, subject to generally 
accepted accounting practices.

                Landlord's share of the consideration received by Tenant upon 
certain assignments and sublettings as required by Article 7;

                Any reasonable legal fees and costs that Tenant is obligated 
to pay or reimburse to Landlord pursuant to Article 13; and

                Any other charges or reimbursements due Landlord from Tenant 
pursuant to the terms of this Lease other than late charges and interest on 
defaulted rent. Tenant shall not be required to pay more than one (1) month 
in advance for any expense except for insurance and taxes.

     3.3  YEAR-END ADJUSTMENTS:  If Landlord shall have elected to bill 
Tenant for the Property Operating Expenses (or any group of such expenses) on 
an estimated basis in accordance with the provisions of Article 3.2A(2) 
above, landlord shall furnish to Tenant within three months following the end 
of the applicable calendar or fiscal year, as the case may be, a statement 
setting forth (i) the amount of such expenses paid or incurred during the 
just ended calendar or fiscal year, as appropriate, and (ii) the amount that 
Tenant has paid to Landlord for credit against such expenses for such period. 
If Tenant shall have paid more than its obligation for such expenses for the 
stated

<PAGE>

period, Landlord shall, at its election, either (i) credit the amount of such 
overpayment toward the next ensuing payment or payments of Additional Rent 
that would otherwise be due or (ii) refund in cash to Tenant the amount of 
such overpayment. If such year-end statement shall show that Tenant did not 
pay it's obligation for such expenses in full, then Tenant shall pay to 
Landlord the amount of such under payment within fifteen (15) days from 
Landlord's billing (Tenant shall have the right to audit all billed expenses) 
of same to Tenant. The provisions of this Article shall survive the 
expiration sooner termination of this Lease.

     3.4  LATE CHARGE AND INTEREST ON RENT IN DEFAULT:  Tenant acknowledges 
that the late payment by Tenant of any monthly installment of Base Monthly 
Rent or any Additional Rent will cause Landlord to incur certain costs and 
expense not contemplated under this Lease, the exact amounts of which are 
extremely difficult or impractical to fix. Such costs and expenses will 
include, without limitation, administration and collection costs and 
processing and accounting expenses. Therefore, if any installment of Base 
Monthly Rent is not received by Landlord form Tenant within six calendar days 
after the same becomes due, Tenant shall immediately pay to Landlord a late 
charge in an amount equal to the amount set forth in Article 1 as the "Late 
Charge Amount", and if any Additional Rent is not received by Landlord within 
fifteen (15) calendar days after same becomes due, Tenant shall immediately 
pay to Landlord a late charge in an amount equal to three (3%) percent of the 
Additional Rent not so paid. Landlord and Tenant agree that this late charge 
represents a reasonable estimate of such costs and expenses and is fair 
compensation to Landlord for the anticipated loss Landlord would suffer by 
reason of Tenant's failure to make timely payment. In no event shall this 
provision for a late charge be deemed to grant to Tenant a grace period or 
extension of time within to pay any rental installment or prevent Landlord 
from exercising any right or remedy available to Landlord upon Tenant's 
failure to pay each rental installment due under this Lease when due, 
including the right to terminate this Lease. If any rent remains delinquent 
for a period in excess of six calendar days, then, in addition to such late 
charge, Tenant shall pay to Landlord interest on any rent that is not so paid 
from said sixth day at the then maximum rate of interest not prohibited or 
made usurious by Law until paid, not to exceed twelve percent (12%).

     3.5  PAYMENT RENT:  All rent shall be paid in lawful money of the United 
States, without any abatement, reduction or offset for any reason whatsoever, 
to Landlord at such address as Landlord may designate from time to time. 
Tenant's obligation to pay Base Monthly Rent and all Additional Rent shall be 
appropriately prorated at the commencement and expiration of the Lease Term. 
The failure by Tenant to pay any Additional Rent as required pursuant to this 
Lease when due shall be treated the same as a failure by Tenant to pay Base 
Monthly Rent when due, and Landlord shall have the same rights and remedies 
against Tenant as Landlord would have if Tenant failed to pay the Base 
Monthly Rent when due.

     3.6  PREPAID RENT:  Concurrent with the execution of this Lease, Tenant 
shall pay to Landlord the amount set forth in Article I as Fifth "Month's 
Prepaid Rent" as prepayment of rent for credit against the fifth 
installment(s) of Base Monthly Rent due hereunder.  Additionally, Tenant has 
paid to Landlord the amount set forth in Article as prepayment of rent for 
credit against the fifth installment(s) of Base Monthly Rent due hereunder, 
subject, however, to the provisions of Article 3.7 below.

<PAGE>

     3.7  SECURITY DEPOSIT:  Concurrent with the execution of this Lease, 
Tenant shall deposit with Landlord the amount set forth in Article I as the 
"Security Deposit" as security for the performance by Tenant of the terms of 
this Lease to be performed by Tenant, and not as prepayment of rent. Landlord 
may apply such portion or portions of the Security Deposit as are reasonably 
necessary for the following purposes: (i) to remedy any default by Tenant in 
the payment of Base Monthly Rent or Additional Rent or a late charge or 
interest on defaulted rent; (ii) to repair damage to the Leased Premises, the 
Building or the Outside Areas caused by Tenant; (iii) to clean and repair the 
Leased Premises, the Building or the Outside Areas following their surrender 
to Landlord if not surrendered in the condition required pursuant to the 
provisions of Article 2; and (iv) to remedy any other default of Tenant to 
the extent permitted by Law including, without limitations paying in full on 
Tenant's behalf any sums claimed by materialmen or contractors of Tenant to 
be owing to them by Tenant for work done or improvements made at Tenant's 
request to the Leased Premises. In this regard, Tenant hereby waives any 
restriction on the uses to which the Security Deposit may be applied as 
contained in Section 1950.7(c) of the California Civil Code and/or any 
successor statute. In the event the Security Deposit or any portion thereof' 
is so used, Tenant shall pay to Landlord, promptly upon demand, an amount in 
cash sufficient to restore the Security Deposit to the full original sum. If 
Tenant fails to promptly restore the Security Deposit and if Tenant shall 
have paid to Landlord any sums as "Last Month's Prepaid Rent", Landlord may, 
in addition to any other remedy Landlord may have under this Lease, reduce 
the amount of Tenants Last Month's Prepaid Rent by transferring all or 
portions of such Last Month's Prepaid Rent to Tenant's Security Deposit until 
such Security Deposit is restored to the amount set forth in Article 1. 
Landlord shall not be deemed a trustee of the Security Deposit. Landlord may 
use the Security Deposit in Landlord's ordinary business and shall not be 
required to segregate it from its general accounts, Tenant shall not be 
entitled to any interest on the Security Deposit. If Landlord transfers the 
Building or the Property during the Lease Term, Landlord shall pay the 
Security Deposit to any subsequent owner in conformity with the provisions of 
Section 1950.7 of the California Civil Code and/or any successor statute, in 
which event the transferring landlord shall be released from all liability 
for the return of the Security Deposit. Tenant specifically grants to 
Landlord (and Tenant hereby waives the provisions of California Civil Code 
Section 1950.7 to the contrary) a period of sixty days following a surrender 
of the Leased Premises by Tenant to Landlord within which to return the 
Security Deposit (less permitted deductions) to Tenant, it being agreed 
between Landlord and Tenant that sixty days is a reasonable period of time 
within which to inspect the Leased Premises, make required repairs, receive 
and verify workmen's billings therefore, and prepare a final accounting with 
respect to such deposit, In no event shall the Security Deposit, or any 
portion thereof, be considered prepaid rent.

                                  ARTICLE 4:
                   USE OF LEASED PREMISES AND OUTSIDE AREA

     4.1  PERMITTED USE:  Tenant shall be entitled to use the Leased Premises 
solely for the "Permitted Use" as set forth in Article 1 and for no other 
purpose whatsoever. Tenant shall continuously and without interruption use 
the leased Premises for such purpose for the entire Lease Term. Any 
discontinuance of such use for a period of thirty, except in the case of a 
Landlord approved Sublease, consecutive calendar days shall be, at Landlord's 
election, a default

<PAGE>

by, Tenant under the terms of this Lease. Tenant shall have the right to use 
the Outside Areas in conjunction with its Permitted Use of the Leased 
Premises solely for the purposes for which they were designed and intended 
and for no other purposes whatsoever.

     4.2  GENERAL LIMITAITONS ON USE:  Tenant shall not do or permit anything 
to be done in or about the Leased Premises, the Building, the Outside Areas 
or the Property which does or could (i) jeopardize the structural integrity 
of the Building or (ii) cause damage to any part of the Leased Premises, the 
Building, the Outside Areas or the Property. Tenant shall not operate any 
equipment within the Leased Premises which does or could (i) injure, vibrate 
or shake the Leased Premises or the Building, (ii) damage, overload, corrode, 
or impair the efficient operation of any electrical, plumbing, sewer, 
heating, ventilating or air conditioning systems within or servicing the 
Leased premises or the Building or (iii) damage or impair the efficient 
operation of the sprinkler system (if any) within or servicing the Leased 
Premises or the Building. Tenant shall not install any equipment or antennas 
on or make any penetrations of the exterior walls or roof of the Building 
without Landlord's approval. Tenant shall not affix any equipment to or make 
any penetrations or cuts in the floor, ceiling or walls of the Leased 
Premises without Landlord's approval. Tenant shall not place any loads upon 
the floors, walls, ceiling or roof systems which could endanger the 
structural integrity of the Building or damage its floors, foundation or 
supporting structural components. Tenant shall not place any explosive, 
flammable or harmful fluids or other waste materials including Hazardous 
Materials in the drainage systems of the Leased Premises, the Building, the 
Outside areas or the Property. Tenant shall not drain or discharge any fluids 
in the landscaped areas or across the paved areas of the Property. Tenant 
shall not use any of the Outside Areas for the storage of its materials, 
supplies, inventory or equipment, and all such materials, supplies, inventory 
or equipment shall at all times be stored within the Leased Premises. Tenant 
shall not commit nor permit to committed any waste in or about the Leased 
Premises, the Building, the Outside Areas or the Property.

     4.3  NOISE AND EMMISSIONS:  All noise generated by Tenant in its use of 
the Leased Premises shall be confined or muffled so that it does not 
interfere with the businesses of or annoy occupants and/or users of adjacent 
properties. All Dust, fumes, odors and other emissions generated by Tenant's 
use of the Leased Premises shall be sufficiently dissipated in accordance 
with sound environmental practices and exhausted from the Leased Premises in 
such a manner so as not to interfere with the businesses of or annoy the 
occupants and/or users of adjacent properties, or cause any damage to the 
Leased Premises, the Building, the Outside Areas or the Property or any 
component part thereof or the property of adjacent property owners.

     4.4  TRASH DISPOSAL:  Tenant shall provide trash bins (or other adequate 
garbage disposal facilities) within the trash enclosure areas provided or 
permitted by Landlord outside the Leased Premises sufficient for the interim 
disposal of all of its trash, garbage and waste. All such trash, garbage and 
waste temporarily stored in such areas shall be stored in such a manner so 
that it is not visible from outside of such areas and Tenant shall cause such 
trash, garbage and waste to be regularly 

<PAGE>

removed from the Property at Tenant's sole cost. Tenant shall at all times 
keep the Leased Premises, the Building, the Outside Areas and the Property in 
a clean, safe and neat condition free and clear of all trash, garbage, waste 
and/or boxes, pallets and containers containing same at all times.

     4.5  PARKING:  Tenant shall not, any time park or permit to be parked 
any recreational vehicles, inoperative vehicles or equipment in the Outside 
Areas or on any portion of the Property. Tenant agrees to assume 
responsibility for compliance by its employees and invitees with the parking 
provisions contained herein. If Tenant or its employees park any vehicle 
within the Property in violation of these provisions, then Landlord may, in 
addition to any other remedies Landlord may have under his Lease, charge 
Tenant, as Additional Rent, and Tenant agrees to pay, as Additional Rent, 
Fifty Dollars per day for each day or partial day that each such vehicle is 
so parked within the Property. Landlord shall mark twenty (20) visitor spaces 
near the front of the Leased Premises.

     4.6  SIGNS:  Other than one business identification sign which is first 
approved by Landlord in accordance with this Article, Tenant shall not place 
or install on or within on or within any portion of the Leased Premises the 
exterior of the Building, the Outside Areas or the Property any sign, 
advertisement, banner, placard, or picture which is visible from the exterior 
of the Leased Premises without consent of Landlord. Tenant shall not place or 
install on or within any portion of the Leased Premises, the exterior of the 
Building, the Outside Areas or the Property any business identification-
identification sign which is visible from the exterior of the Leased Premises 
until Landlord shall have first approved in writing the location, size, 
content, design, method of attachment and material to be used in the making 
of such sign. Any sign, once approved by Landlord, shall be installed only in 
strict compliance with Landlord's approval, at Tenant's expense, using a 
person first approved by Landlord to install same. Landlord may remove any 
signs (which have not been first approved in writing by Landlord), 
advertisements, banners, placards or pictures so placed by Tenant on or 
within the Leased premises, the exterior of the Building, the Outside Areas 
or the Property and charge to Tenant the cost of such removal, together with 
any costs incurred by Landlord to repair any damage caused thereby, including 
any cost incurred to restore the surface upon which such sign was so affixed 
to its original condition. Tenant shall remove all of Tenant's signs, repair 
any damage caused thereby, and restore the surface upon which the sign was 
affixed to its original condition, all to Landlord's reasonable satisfaction, 
upon the termination of this Lease.  

     4.7  COMPLIANCE WITH LAWS AND PRIVATE RESTRICTIONS:  Tenant shall 
abide by and shall promptly observe and comply with, at its sole cost and
expense, all Laws and Private Restrictions respecting the use and occupancy of
the Leased premises, the Building, the Outside Areas or the Property
including, without limitation, all Laws governing the use and/or disposal of
hazardous materials, and shall defend with competent counsel, indemnify and
hold Landlord harmless from any claims, damages or liability resulting from
Tenant's failure to do so. The indemnity provision of

<PAGE>

this Article shall survive the expiration or sooner termination of this 
Lease, with respect to any activities of Tenant occurring on or about the 
Property while Tenant was in possession of the Leased Premises. 

     4.8  COMPLIANCE WITH INSURANCE REQUIREMENTS:  With respect to any 
insurance policies required or permitted to be carried by Landlord in 
accordance with the provisions of this Lease, Tenant shall not conduct (or 
permit any other person to conduct) any activities nor keep, store or use (or 
allow any other person to keep, store or use) any item or thing within the 
Leased premises, the Building, the Outside Areas or the Property which (i) is 
prohibited under the terms of any of such policies, (ii) could result in the 
termination of the coverage afforded under any of such policies, (iii) could 
give to the insurance carrier the right to cancel any of such policies, or 
(iv) could cause an increase in the rates (over standard rates) charged for 
the coverage afforded under any of such policies. Tenant shall comply with 
all requirements of any insurance company, insurance underwriter, or Board of 
Fire Underwriters which are necessary to maintain, at standard rates, the 
insurance coverages carried by either Landlord or Tenant pursuant to this 
Lease.

     4.9  LANDLORD'S RIGHT TO ENTER:  Landlord and its agent shall have the 
right to enter the Leased Premises during normal business hours after giving 
Tenant reasonable notice and subject to Tenant's reasonable security measures 
for the purpose of (i) inspecting the same; (ii) showing the Leased Premises 
to prospective purchasers, mortgagees or tenants; (iii) making necessary 
alterations, additions or repairs; (iv) performing any of Tenant's 
obligations when Tenant has failed to do so. Landlord shall have the right to 
enter the Leased Premises during normal business hours (or as otherwise 
agreed), subject to Tenant's reasonable security measures, for purposes of 
supplying any maintenance or services agreed to be supplied by Landlord. 
Landlord shall have the right to enter the Outside Areas during normal 
business hours for purposes of (i) inspecting the exterior of the Building 
and the Outside Areas, (ii) posting notices of non-responsibility, for "For 
Lease" (one hundred twenty (120) days from Lease expiration date) of "For 
Sale" signs, and (iii) supplying any services to be provided by landlord. Any 
entry into the Leased Premises or the Outside Area obtained by Landlord in 
accordance with this Article shall not under any circumstances be construed 
or deemed to be a forcible or unlawful entry into, or a detainer of, the 
Leased Premises, or an eviction, actual or constructive of Tenant from the 
Leased Premises or any portion thereof.

     4.10  USE OF OUTSIDE AREAS:  Tenant, in its use of the Outside Areas, 
shall at all times keep the Outside Areas in a safe condition free and clear 
of all material, equipment, debris, trash (except within existing enclosed 
trash areas), inoperable vehicles, and other items which are not specifically 
permitted by Landlord to be stored or located thereon by Tenant. If, in the 
opinion of Landlord, unauthorized or consent of Tenant, then Tenant, upon 
demand of Landlord shall restrain, to the fullest extent then allowed by Law, 
such unauthorized use, and shall initiate such appropriate proceedings as may 
be required to so restrain such use. 

<PAGE>

     4.11  RULES AND REGULATIONS:  Landlord shall have the right from time to 
time to establish reasonable rules and regulations and/or amendments or 
additions thereto resulting the use of the Leased Premises and the Outside 
Areas for the care and orderly management of the Property. Upon delivery to 
Tenant of a copy of such rules and regulations or any amendments or additions 
thereto, Tenant shall comply with such rules and regulations. A violation by 
Tenant of any of such rules and regulations shall constitute a default by 
Tenant under this Lease. If there is a conflict between the rules and 
regulations and any of the provisions of this Lease, the provisions of this 
Lease shall prevail. Landlord shall not be responsible or liable to Tenant 
for the violation of such rules and regulations by any other tenant of the 
Property. 

     4.12  ENVIORNMENTAL PROTECTION:  Landlord may voluntarily cooperate in a 
reasonable manner with the efforts of all governmental agencies in reducing 
actual or potential environmental damage. Tenant shall not be entitled to 
terminate this Lease or to any reduction in or abatement of rent by reason of 
such compliance or cooperation. Tenant agrees at all times to cooperate fully 
with Landlord and to abide by all rules and regulations and requirements 
which Landlord may reasonably prescribe in order to comply with the 
requirements and recommendations of governmental agencies regulating, or 
otherwise involved in, the protection of the environment.

     4.13  OUTSIDE AREAS:  No materials, pallets, supplies, tanks or 
containers whether above or below ground level, equipment, finished products 
or semifinished products, raw materials, inoperable vehicles or articles of 
any nature shall be stored upon or permitted to remain outside of the Leased 
Premises except in fully fenced and screened areas outside the Building which 
have been designed for such purpose and have been approved in writing by 
Landlord for such use by Tenant. 

     4.14  HAZARDOUS MATERIALS:  Landlord and Tenant agree as follows with 
respect to the existence or use of Hazardous Materials on the Property: 

           Any handling, transportation, storage, treatment, disposal or use 
of Hazardous Materials by Tenant, Tenant's Agents, or any other party after 
the Effective Date of this Lease in or about the Property shall strictly 
comply with all applicable Hazardous Materials Laws. Tenant shall indemnify, 
defend upon demand with counsel reasonably acceptable to Landlord, and hold 
harmless Landlord from and against any and all liabilities, losses, claims, 
damages, lost profits, consequential damages, interest, penalties, fines, 
court costs, remediation costs, investigation costs, and other expenses which 
result from or arise in any manner whatsoever out of the use, storage, 
treatment, transportation, release, or disposal of Hazardous Materials on or 
about the Property by Tenant, Tenant's Agents, Permittees, or Invites after 
the Effective Date.

          B.  If the presence of Hazardous Materials on the Property caused 
or permitted by Tenant, Tenant's Agents, Permittees, or Invites after the 
Effective Date of this Lease results in a contamination or deterioration of 
water or soil or any other part of the Property, then Tenant shall promptly 
take any and all action necessary to investigate and remediate such 
contamination. Tenant shall further be solely responsible for, and shall 
defend,

<PAGE>

indemnify and hold Landlord and its agents harmless from and against, all 
claims, costs and liabilities, including attorney's fees and costs, arising 
out of or in connection with any investigation and remediation (including 
investigative analysis removal, cleanup, and/or restoration work) required 
hereunder to return the Leased Premises, Building, Common Areas, Outside 
Areas, and/or Property and any other property of whatever nature to their 
condition existing prior to the appearance of such Hazardous Materials.

          C.  Landlord and Tenant shall each give written notice to the other 
as soon as reasonable practicable of (i) any communication received from any 
governmental authority concerning Hazardous Materials which relates to the 
Property, and (ii) any contamination of the Property by Hazardous Materials 
which constitutes a violation of any Hazardous Material Law. Tenant 
acknowledges that Landlord, as the owner of the Property, at the Landlord's 
election, shall have the sole right at Tenant's expense to negotiate, defend, 
approve, and/or appeal any action taken or order issued with regard to 
Hazardous Materials by any applicable governmental authority. Tenant may use 
small quantities of household chemicals such as adhesives, lubricants, and 
cleaning fluids in order to conduct its business at the Premises and such 
other Hazardous Materials as are necessary to the operation of Tenant's 
business of which Landlord receives notice prior to such Hazardous Materials 
being brought onto the Property (or any portion thereof) and which Landlord 
consents in writing may be brought onto the property. In granting Landlord's 
consent, Landlord may specify the location and manner or use, storage, or 
handling of any Hazardous Material. Landlord's consent shall in no way 
relieve Tenant from any of its obligations as contained herein. Tenant shall 
notify Landlord in writing at least ten (10) days prior to the first 
appearance of any Hazardous Material on the Leased Premises, Building, Common 
Areas, Outside Areas, and/or Property. Tenant shall provide Landlord with a 
list of all Hazardous Materials and the quantities of each Hazardous Material 
to be stored on any portion of the Property, and upon Landlord's request 
Tenant shall provide Landlord with the copies of any and all Hazardous 
Materials Management Plans, Material Safety Data Sheets, Hazardous Waste 
Manifests, and other documentation maintained or received by Tenant 
pertaining to the Hazardous Materials used, stored, or transported or to be 
used, stored, or transported on any portion of the Property. At any time 
during the Lease Term, Tenant shall, within five days after written request 
therefore received from Landlord, disclose in writing all Hazardous Materials 
that are being used by Tenant on the Property (or have been used n the 
Property), the nature of such use and the manner of storage and disposal.

          D.  Landlord may cause testing wells to be installed on the 
Property and may cause the ground water to be tested to detect the presence 
of Hazardous Material by the use of such tests as are then customarily used 
for such purposes. If Tenant so requests, Landlord shall supply Tenant with 
copies of such test results. The cost of such tests and of the installation, 
maintenance, repair and replacement of such wells shall be paid by Tenant if 
such tests disclose the existence of facts which gibe rise to liability of 
Tenant pursuant to its indemnity given in A and or B above. Landlord may 
retain consultants to inspect the Property, conduct periodic environmental 
audits, and review any information provided by Tenant. Tenant shall pay the 
reasonable cost for fees 

<PAGE>

charged by landlord an/or Landlord's consultant's as a Property Maintenance 
Cost.

          E.  Upon the expiration or earlier termination of the Lease, 
Tenant, at its sole cost, shall remove all Hazardous Materials from the 
Property and shall provide a certificate to landlord from a registered 
consultant satisfactory to Landlord certifying that Tenant has caused no 
contamination of building (s), soil or groundwater in or about the Leased 
Premises, Building, Common Areas, or Property. If Tenant fails to so 
surrender the Property, Tenant shall indemnify and hold Landlord harmless 
from all damages resulting form Tenant's failure to surrender the Property as 
required by this Subsection, including, without limitation, damages 
occasioned by the inability to release the Property (or any portion thereof) 
or a reduction in the fair market and/or rental value of the Property, 
Building, Common Areas, Outside Areas, and/or Property by reason of the 
existence of any Hazardous Materials in or around the Leased Premises, 
Building, Common Areas, Outside Areas, and/or Property. If any action is 
required to be taken by a governmental authority to test, monitor, and/or 
clean up Hazardous Materials from the Leased Premises, Building, Common 
Areas, Outside Areas, and/or Property and such action is not completed prior 
to the expiration or earlier termination of the Lease, Tenant shall pay Base 
Monthly Rent and Additional Rent in accordance with the terns of Section 13.2 
(Holding Over). In addition, Landlord shall be entitled to all damages 
directly or indirectly incurred in connection with such holding over, 
including without limitation, damages occasioned by the inability to release 
the Property or a reduction of the fair market and/or rental value of the 
Leased Premises, Building, Common Areas, Outside Areas, and/or Property. 

          F.  As used herein, the term "Hazardous Material(s)" means any 
hazardous or toxic substance, material or waste, which is or becomes 
regulated by any federal, state, regional or local governmental authority 
because it is in any way hazardous, toxic, carcinogenic, mutagenic or 
otherwise adversely affects any part of the environment or creates risks of 
any such hazards or effects, including, but not limited to, petroleum; 
asbestos, and polychlorinated bipheyls and any material, substance, or waste 
(a) defined as a "hazardous waste," "extremely hazardous waste" or 
"restricted hazardous waste" under Sections 25115, 25117 or 25122.7, or 
listed pursuant to Section 25140 of the California Health and Safety Code, 
Division 20, Chapter 6.5 (Hazardous Waste Control Law); (b) defined as a 
"hazardous substance" under Section 25316 of the California Health and Safety 
Code, Division 20, Chapter 6.8 (Carpenter-Presley Tanner Hazardous Substance 
Account Act); (c) defined as a "hazardous material," "hazardous substance" or 
"hazardous waste" under Section 25501 of the California Health and Safety 
Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans 
and inventory); (d) defined as a "hazardous substance" under Section 25281 of 
the California Health and Safety Code, Division 20, Chapter 6.7 (Underground 
Storage of Hazardous Substances); (e) defined as a "hazardous substance" 
pursuant to section 311 of the Clean Water Act, 33 United States Code 
Sections 1251 et seq., (33 U.S.C/ 1321) or listed pursuant to Section 307 of 
the Clean Water Act(33 U.S.C. 1317; (f) defined as a "hazardous substance" 
pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 
United States Code Sections 6901 et seq. (42 U.S.C. 6903); or (g) defined as 
a "hazardous substance" pursuant to Section 101 of the Comprehensive 
Environmental Response, Compensation, and Liability Act, 42 United

<PAGE>

States Code Section 9601 et seq. (42 U.S.C.9601) or (h) defined as a 
"hazardous substance" pursuant to Section 311 of the Federal Water Pollution 
Control Act, 33 U.S.C. 1251 et seq. or (I) listed pursuant to Section 307 of 
the Federal Water Pollution Control Act (33 U.S.C. 1317) or (j) regulated 
under the Toxic Substances Control Act (15 U.S.C. 2601 et seq.) or (k) 
defined as a "hazardous material" under Section 66680 or 66084 of Title 22 of 
the California Code of Regulations (Administrative Code) (l) listed in the 
United States Department of Transportation Hazardous Material Table (49 
C.F.R. 172.101 or (m) listed by the Environmental Protection Agency as 
"hazardous substances" (40 C.F.R. Part 302) and amendments thereto. The term 
"Hazardous Material Laws" shall mean (I) all of the foregoing laws as amended 
from time to time and (ii) any other federal, state, or local law, ordinance, 
regulation, or order regulating Hazardous Materials.

          G.  Tenant's failure to comply with any of the requirements of this 
Section regarding the storage, use, disposal, or transportation of Hazardous 
Materials, or the, appearance of any Hazardous Materials on the Leased 
Premises, Building, Common Area, Outside Area, and/or the Property without 
Landlord's consent shall be an Event of Default as defined in this Lease. The 
obligations of Landlord and Tenant under this Section shall survive the 
expiration or earlier termination of the Lease Term. The rights and 
obligations of Landlord and Tenant within respect to issues relating to 
Hazardous Materials are exclusively established by this section. In the event 
of any inconsistency between any other part of this Lease and this Section, 
the terms of this Section shall control.

                                      ARTICLE 5
                     REPAIRS, MAINTENANCE, SERVICES AND UTILITIES

     5.1  REPAIR AND MAINTENANCE:  Except in the case of damage to or 
destruction of the Leased Premises, the Building, the Outside Areas or the 
Property caused by an Act of God or other peril, in which case the provisions 
of Article 10 shall control, the parties shall have the following obligations 
and responsibilities with respect to the repair and maintenance of the Leased 
Premises, the Building and the Outside Areas.

          A.  TENANT'S OBLIGATION:  Tenant shall, at all times during the 
Lease Term and at its sole cost and expense, regularly clean and continuously 
keep and maintain in good order, condition and repair the Leased Premises and 
every part thereof including, without limiting the generality of the 
foregoing, (i) all interior walls, floors and ceilings, (ii) all windows, 
doors and skylights, (iii) all electrical wiring, conduits, connectors and 
fixtures, (iv) all plumbing, pipes, sinks, toilets, faucets and drains, (v) 
all lighting fixtures, bulbs and lamps, (vi) all healing, ventilating and air 
conditioning equipment, and (vii) all entranceways to the Leased Premises. 
Tenant, if requested to do so by Landlord shall hire, at Tenant's sole cost 
and expense, a licensed heating, ventilating and air conditioning contractor 
to regularly and periodically (not less frequently than every three months) 
inspect and perform required maintenance on the heating, ventilating and air 
conditioning equipment and systems serving the Leased Premises, or 
alternatively, Landlord may, at its election, contract in its own name for 
such regular and periodic

<PAGE>

inspections of and maintenance on such heating, ventilating and air 
conditioning equipment and systems and charge to Tenant, as Additional Rent, 
the cost thereof. Tenant shall, at all times during the Lease Term, keep in a 
clean and safe condition the Outside Areas. Tenant shall regularly and 
periodically sweep and clean the driveways and parking areas. Tenant shall, 
at its sole cost and expense, repair all damage to the Leased Premises, the 
Building, the Outside Areas or the Property caused by the activities of 
Tenant, its employees, invitees or contractors promptly following written 
notice from Landlord to so repair such damage. If Tenant shall fail to 
perform the required maintenance or fail to make repairs required of it 
pursuant to this Article within a reasonable period of time following notice 
from Landlord to do so, then Landlord may, at its election and without 
waiving any other remedy it may otherwise have under this Lease or at Law, 
perform such maintenance or make such repairs and charge to Tenant, as 
Additional Rent, the costs so incurred by, Landlord for same. All glass 
within or a part of the Leased Premises, both interior and exterior, is at 
the sole risk of Tenant and any broken glass shall promptly be replaced by 
Tenant at Tenant's expense with glass of the same kind, size and quality.

          B.  LANDLORD'S OBLIGATION:  Landlord shall, at all times during the 
Lease Term, maintain in good condition and repair: (i) the exterior and 
structural parts of the Building (including the foundation, subflooring, 
load-bearing and exterior walls, and roof); and (ii) the landscaped areas 
located outside the Building and any common areas. The provisions of this 
Subarticle B shall in no way limit the right of Landlord to charge to Tenant, 
as Additional Rent pursuant to Article 3 (to the extent permitted pursuant to 
Article 3), the costs incurred by Landlord in performing such maintenance 
and/or making such repairs. 

     5.2  UTILITIES:  Tenant shall arrange, at its sole cost and expense and 
in its own name, for the supply of gas and electricity to the Leased 
Premises. In the event that such services are not separately metered, Tenant 
shall, at its sole expense, cause such meters to be installed. Landlord shall 
maintain the water meter(s) in its own name; provided, however, that if at 
any time during the Lease Term Landlord shall require Tenant to put the water 
service in Tenant's name, Tenant shall do so at Tenant's sole cost. Tenant 
shall be responsible for determining if the local supplier of water, gas and 
electricity can supply the needs of Tenant and whether or not the existing 
water, gas and electrical distribution systems within the Building and the 
Leased Premises are adequate for Tenant's needs. Tenant shall be responsible 
for determining if the existing sanitary and storm sewer systems now 
servicing the Leased Premises and the Property are adequate for Tenant's 
needs, Tenant shall pay all charges for water, gas, electricity, and storm 
and sanitary sewer services as so supplied to the Leased Premises, 
irrespective of whether or not the services are maintained in Landlord's or 
Tenant's name.
 
     5.3  SECURITY:  Tenant acknowledges that Landlord has not undertaken any 
duty whatsoever to provide security for the Leased Premises, the Building, 
the Outside Areas or the Property and, accordingly, Landlord is not 
responsible for the security of same or the protection of Tenant's property 
or Tenant's employees, invitees or

<PAGE>

contractors. To the extent Tenant determines that such security or protection 
services are advisable or necessary, Tenant shall arrange for and pay the 
costs of providing same.

     5.4  ENERGY AND RESOURCE CONSUMPTION:  Landlord may voluntarily 
cooperate in a reasonable manner with the efforts of governmental agencies 
and/or utility suppliers in reducing energy or other resource consumption 
within the Property, so long as such action does not materially interfere 
with Tenant's business. Tenant shall not be entitled to terminate this Lease 
or to any reduction in or abatement of rent by reason of such compliance or 
cooperation. Tenant agrees at all times to cooperate fully with Landlord and 
to abide by all reasonable rules established by Landlord (i) in order to 
maximize the efficient operation of the electrical, heating, ventilating and 
air conditioning systems, and all other energy or other resource consumption 
systems within the Property and/or (ii) in order to comply with the 
requirements and recommendations of utility suppliers and governmental 
agencies regulating the consumption of energy and/or other resources.

     5.5  LIMITATION OF LANDLORD'S LIABILITY:  Landlord shall not be liable 
to Tenant for injury to Tenant, its employees, agents, invitees or 
contractors, damage to Tenant's property or loss of Tenant's business or 
profits, nor shall Tenant be entitled to terminate this Lease or to any 
reduction in or abatement of rent by reason of (i) Landlord's failure to 
provide security services or systems within the Property for the protection 
of the Leased Premises, the Building or the Outside Areas, or the protection 
of Tenant's property or Tenant's employees, invitees, agents or contractors, 
or (ii) Landlord's failure to perform any maintenance or repairs to the 
Leased Premises, the Building, the Outside Areas or the Property until Tenant 
shall have first notified Landlord, in writing, of the need for such 
maintenance or repairs, and then only after Landlord shall have had a 
reasonable period of time following its receipt of such notice within which 
to perform such maintenance or repairs, or (iii) any failure, interruption, 
rationing or other curtailment in the supply of water, electric current, gas 
or other utility service to the Leased Premises, the Building, the Outside 
Areas or the Property from whatever cause (other than Landlord's negligence 
or willful misconduct), or (iv) the unauthorized intrusion or entry into the 
Leased Premises by third parties (other than Landlord).

                                 ARTICLE 6:
                       ALTERATIONS AND IMPROVEMENTS

     6.1  BY TENANT:  Tenant shall not make any alterations to or 
modifications of the Leased Premises or construct any improvements within the 
Leased Premises until Landlord shall have first approved, in writing, the 
plans and specifications therefore, which approval shall not be unreasonably 
withheld. All such modifications, alterations or improvements, once so 
approved, shall be made, constructed or installed by Tenant at Tenant's 
expense (including all permit fees and governmental charges related thereto), 
using a licensed contractor first approved by Landlord, in substantial 
compliance with the Landlord approved plans and specifications therefore. All 
work

<PAGE>

undertaken by Tenant shall be done in accordance with all Laws and in a good 
and workmanlike manner using new materials of good quality. Tenant shall not 
commence the ranking of any such modifications or alterations or the 
construction of any such improvements until (i) all required governmental 
approvals and permits shall have been obtained, (ii) all requirements 
regarding insurance imposed by this Lease have been satisfied, (iii) Tenant 
shall have given Landlord at least five business days prior written notice of 
its intention to commence such work so that Landlord may post and file 
notices of non-responsibility, and (iv) if requested by Landlord, Tenant 
shall have obtained contingent liability and broad form builder's risk 
insurance in an amount satisfactory to Landlord to cover any perils relating 
to the proposed work not covered by insurance carried by Tenant pursuant to 
Article 9. In no event shall Tenant make any modifications, alterations or 
improvements whatsoever to the Outside Areas or the exterior or structural 
components of the Building including, without limitation, any cuts or 
penetrations in the floor, roof or exterior walls of the Leased Premises 
without Landord's consent. As used in this Article, the term "modifications, 
alterations and/or improvements" shall include, without limitation, the 
installation of additional electrical outlets, overhead lighting fixtures, 
drains, sinks, partitions, doorways, or the like.

     6.2  OWNERSHIP OF IMPROVEMENT'S:  All modifications, alterations or 
improvements made or added to the Leased Premises by Tenant (other than 
Tenant's inventory, equipment, movable furniture, wall decorations and trade 
fixtures) shall be deemed real property and a part of the Leased Premises, 
but shall remain the property of Tenant during the Lease Term. Any such 
modifications, alterations or improvements, once completed, shall not be 
altered or removed from the Leased Premises during the Lease Term without 
Landlord's written approval first obtained in accordance with the provisions 
of Article 6.1 above. At the expiration or sooner termination of this Lease, 
all such modifications, alterations and improvements (other than Tenant's 
inventory, equipment, movable furniture, wall decorations and trade fixtures) 
shall automatically become the property of Landlord and shall be surrendered 
to Landlord as a part of the Leased Premises as required pursuant to Article 
2, unless Landlord shall require Tenant to remove any of such modifications, 
alterations or improvements in accordance with the provisions of Article 2, 
in which case Tenant shall so remove same. Landlord shall have no obligation 
to reimburse to Tenant all or any portion of the cost or value of any such 
modifications, alterations or improvements so surrendered to Landlord. All 
modifications, alterations or improvements which ire installed or constructed 
on or attached to the Leased Premises by Landlord at Landlord's expense shall 
be deemed real property and a part of the Leased Premises and shall be the 
property of Landlord. All lighting, plumbing, electrical, heating, 
ventilating and air conditioning fixtures, partitioning, window coverings, 
wall coverings and floor coverings installed by Tenant shall be deemed 
improvements to the Leased Premises and not trade fixtures of Tenant.

     6.3  ALTERATIONS:  Tenant shall, at its sole cost make all 
modifications, alterations and improvements to the Leased Premises that are 
required by any Law because of (i) Tenant's use or occupancy of the Leased 
Premises, the Building, the Outside Areas, or the Property, (ii) Tenant's 
application for any permit or governmental approval, or (iii) 

<PAGE>

Tenant's making of any modifications, alterations or improvements to or 
within the Leased Premises. If Landlord shall, at any time during the Lease 
Term, (i) be required by any governmental authority to make any 
modifications, alterations or improvements to the Building or the Project, 
(ii) modify the existing (or construct additional) capital improvements or 
provide building service equipment for the purpose of reducing the 
consumption of utility services or project maintenance costs for the 
property, the cost incurred by Landlord in making such modifications, 
alterations or improvements, including a one and one-half percent (1-1/2%) 
over Wall Street Journal Prime rate percent per annum cost of money factor, 
shall be amortized by Landlord over the useful life of such modifications, 
alterations or improvements, as determined in accordance with generally 
accepted accounting standards, and the monthly amortized cost of such 
modifications, alterations and improvements as so amortized shall be 
considered a Property Maintenance Cost.

     6.4  LIENS:  Tenant shall keep the Property and every part therefore 
from any liens and shall pay when due all bills arising out of any work 
performed, materials furnished, or obligations incurred by Tenant, its 
agents, employees or contractors relating to the Property. If any such claim 
of lien is recorded against Tenant's interest in this Lease, the Property or 
any part thereof, Tenant shall bond against, discharge or otherwise cause 
such lien to be entirely released within ten days after the same has been so 
recorded. Tenant's failure to do so shall be conclusively deemed a material 
default under the terms of this Lease.

                                  ARTICLE 7:
                     ASSIGNMENT AND SUBLETTING BY TENANT

     7.1  BY TENANT:  Tenant shall not sublet the Leased Premises (or any 
portion thereof) or assign or encumber its interest in this Lease, whether 
voluntarily or by operation of Law, without Landlord's prior written consent 
first obtained in accordance with the provisions of this Article 7. Any 
attempted subletting, assignment or encumbrance without Landlord's prior 
written consent, at Landlord's election, shall constitute a default by Tenant 
under the terms of the Lease. The acceptance of rent by Landlord from any 
person or entity other than Tenant, or the acceptance of rent by Landlord 
from Tenant with knowledge of a violation of the provisions of this Article, 
shall not be deemed to be a waiver by Landlord of any provision of this 
Article or this Lease or to be a consent to any subletting by Tenant or any 
assignment or encumbrance of Tenant's interest in this Lease.

     7.2  MERGER OR REORGANIZATION:  If Tenant is a corporation, any 
dissolution, merger, consolidation or other reorganization of Tenant, or the 
sale or other transfer in the aggregate over the Lease Term of a controlling 
percentage of the capital stock of Tenant, shall be deemed a voluntary 
assignment of Tenant's interest in this Lease. The phrase "controlling 
percentage" means the ownership of and the right to vote stock possessing 
more than fifty percent of the total combined voting power of all classes of 
Tenant's capital stock issued, outstanding and entitled to vote for the 
election of 

<PAGE>

directors. If Tenant is a partnership, a withdrawal or change, whether 
voluntary, involuntary or by operation of Law, of any general partner, or the 
dissolution of the partnership, shall be deemed a voluntary assignment of 
Tenant's interest in this Lease.

     7.3  LANDLORD'S ELECTION:  If Tenant shall desire to assign its interest 
under this Lease or to sublet the Leased Premises, Tenant must first notify 
Landlord, in writing, of its intent to so assign or sublet, at least thirty 
(30) days in advance of the date it intends to so assign its interest in this 
Lease or sublet the Leased Premises but not sooner than one hundred eighty 
days in advance of such date, specifying in detail the terms of such proposed 
assignment or subletting, including the name of the proposed assignee or 
subleases, the proposed assignee's or subleasee's, intended use of the Leased 
Premises, a current financial statement of such proposed assignee or 
subleasee and the form of documents to be used in effectuating such 
assignment or subletting. Landlord shall have a period of seven (7) days 
following receipt of such notice within which to do one of the following: (a) 
terminate this Lease or, in the case of a sublease of less than all of the 
Leased Premises, terminate this Lease as to that part of the Leased Premises 
proposed to be so sublet, either (i) on the condition that the proposed 
Transferee immediately enter into a direct lease of the Leased Premises with 
Landlord (or, in the case of a partial sublease, a lease for the portion 
proposed to be so sublet) on the same terms and conditions contained in 
Tenant's notice, or (ii) so that Landlord is thereafter free to lease the 
Leased Premises (or, in the case of a partial sublease, the portion proposed 
to be so sublet) to whomever it pleases on whatever terms are acceptable to 
Landlord. In the event Landlord elects to so terminate this Lease, then (i) 
if such termination is conditioned upon the execution of a lease between 
Landlord and the proposed Transferee, Tenant's obligations under this Lease 
shall not be terminated until such Transferee executes a new lease with 
Landlord, enters into possession, and commences the payment of rent, and (ii) 
if Landlord elects simply to terminate this Lease (or, in the case of a 
partial sublease, terminate this Lease as to the portion to be so sublet), 
the Lease shall so terminate in its entirety (or as to the space to be so 
sublet) fifteen (15) days after Landlord has notified Tenant in writing of 
such election. In the case of a partial termination of the Lease, the Base 
Monthly Rent and Tenant's proportionate share shall be reduced to an amount 
which bears the same relationship to the original amount thereof as the area 
of that part of the Leased Premises which remains subject to the Lease bears 
to the original are of the Leased Premises. Landlord and Tenant shall execute 
a cancellation agreement with respect to the Lease to effect such termination 
or partial termination, or (b) if Landlord shall not have elected to cancel 
and terminate this Lease, to either (i) consent to such requested assignment 
or subletting subject to Tenant's compliance with the conditions set forth in 
Article 7.4 below or (ii) refuse to so consent to such requested assignment 
or subletting, provided that such consent shall not be unreasonably refused. 
It shall not be unreasonable for Landlord to withhold its consent to any 
proposed assignment or subletting if (i) the proposed assignee's or 
subtenant's anticipated use of the Premises involves the storage, use or 
disposal of a Hazardous Material; (ii) if the proposed assignee or subtenant 
has been required by any prior landlord, lender or governmental authority to 
clean up Hazardous Materials unlawfully discharged by the proposed assignee 
or subtenant; or (iii) if the proposed assignee or subtenant is subject to 
investigation or en-

<PAGE>

forcement order or proceeding by any governmental authority in connection 
with the use, disposal or storage of a Hazardous Material. During said seven 
(7) period, Tenant covenants and agrees to supply to Landlord, upon request, 
all necessary or relevant information which Landlord may reasonably request 
respecting such proposed assignment or subletting and/or the proposed 
assignee or subleasee.

     7.4  CONDITIONS TO LANDLORD'S CONSENT:  If Landlord elects to consent, 
or shall have been ordered to so consent by a court of competent 
jurisdiction, to such requested assignment, subletting or encumbrance, such 
consent shall be expressly conditioned upon the occurrence of each of the 
conditions below set forth, and any purported assignment, subletting or 
encumbrance made or ordered prior to the full and complete satisfaction of 
each of the following conditions shall be void and, at the election of 
Landlord, which election may be exercised at any time following such a 
purported assignment, subletting or encumbrance but prior to the satisfaction 
of each of the stated conditions, shall constitute a material default by 
Tenant under this Lease until cured by satisfying in full each such condition 
by the assignee, subleases or encumbrancer, The conditions are as follows:

          Landlord having approval in form and substance the assignment or 
sublease agreement (or the encumbrance agreement), which approval shall not 
be unreasonably withheld by Landlord if the requirements of this Article 7 
are otherwise complied with.

          B.  Each such sublease or assignee having agreed, in writing 
satisfactory to Landlord and its counsel and for the benefit of Landlord, to 
assume, to be bound by, and to perform the obligations of this Lease to be 
performed by Tenant (or, in the case of an encumbrance, each such encumbrance 
having similarly agreed to assume, be bound by and to perform Tenant's 
obligation upon a foreclosure or transfer in lieu thereof).

          C.  Tenant having fully and completely performed all of its 
obligations under the terms of this Lease through and including the date of 
such assignment or subletting.

          D.  Tenant having reimbursed to Landlord all reasonable costs and 
attorneys' fees incurred by Landlord in conjunction with the processing and 
documentation of any such requested, assignment or encimbrance.

          E.  Tenant having delivered to Landlord a complete and 
fully-executed duplicate original of such sublease agreement, assignment 
agreement or encumbrance (as applicable) and all related agreements.

          F.  Tenant having paid, or having agreed in writing to pay as to 
future payments, to Landlord one hundred percent of all assignment 
consideration or excess rentals to be paid to Tenant or to any other on 
Tenant's behalf or for Tenant's benefit for such assignment or subletting as 
follows:

              If Tenant assigns its interest under this Lease and if all or a 
portion of the consideration for such assignment is to be paid by the 
assignee at the time of the assignment, that Tenant shall have paid to 
Landlord and Landlord shall have received an amount equal to one hundred 
percent of the 

<PAGE>

assignment consideration so paid or to be paid (whichever is the greater) at 
the time of the assignment by the assignee; or

              If Tenant assigns its interest under this Lease and if Tenant 
is to receive all or a portion of the consideration for such assignment in 
future installments, that Tenant and Tenant's assignee shall have entered 
into a written agreement with and for the benefit of Landlord satisfactory to 
Landlord and its counsel whereby Tenant and Tenant's assignee jointly agree 
to pay to Landlord an amount equal to one hundred percent of all such future 
assignment consideration installments to be paid by such assignee as and when 
such assignment consideration is so paid. 

              (3) If Tenant subleases the Leased Premises, that Tenant and 
Tenant's subleases shall have entered into a written agreement with and for 
the benefit of Landlord satisfactory to Landlord and its counsel whereby 
Tenant and Tenant's subleases jointly agree to pay Landlord fifty (50) 
percent of all excess rentals to be paid by such subleases as and when such 
excess rentals are to be paid.

     7.5  ASSIGNMENT CONSIDERATION AND EXCESS RENTALS DEFINED:  For purposes 
of the Article, the term "assignment Consideration" shall mean all 
consideration to be paid by the assignee to Tenant or to any other on 
Tenant's behalf or for Tenant's benefit as consideration for such assignment, 
less any commissions paid by Tenant to a licensed real estate broker for 
arranging such, assignment (not to exceed then standard rates), and the term 
"excess rentals" shall mean all consideration to be paid by the subleases to 
Tenant or to any other on Tenant's behalf or for Tenant's benefit for the 
sublease of the Leased Premises in excess of the rent due to Landlord under 
the terms of this Lease for the same period, less any commissions paid by 
Tenant to a licensed real estate broker for arranging such sublease (not to 
exceed then standard rates), and any unamortized cost of Tenant's costs for 
interior improvements. Tenant agrees that the portion of any assignment 
consideration and/or excess rentals arising from any assignment or subletting 
by Tenant which is to be paid to Landlord pursuant to this Article now is and 
shall then be the property of Landlord and not the property of Tenant.

     7.6  PAYMENTS:  All payments required by this Article to be made to 
Landlord shall be made in cash in full as and when they become due. At the 
time Tenant, Tenant's assignee or subleases makes each such payment to 
Landlord, Tenant or Tenant's assignee or subleases, as the case may be, shall 
deliver to Landlord an itemized statement in reasonable detail showing the 
method by which the amount due Landlord was calculated and certified by the 
party making such payment as true and correct.

     7.7  GOOD FAITH:  The rights granted to Tenant by this Article are 
granted in consideration of tenant's express covenant that all pertinent 
allocations which are made by Tenant between the rental value of the Leased 
Premises and the value of any of Tenant's personal property which may be 
conveyed or leased generally concurrently with and which may reasonably be 
considered a part of the same transaction as the permitted assignment or 
subletting shall be made fairly, honestly and in good faith. If Tenant shall 
breach this Covenant of Good Faith, Landlord may immediately declare Tenant 
to be in default under the terms of this Lease and terminate this Lease 
and/or exercise any other rights and remedies Landlord would have under the 
terms of this Lease in the case of a material default by Tenant under this 
Lease.

<PAGE>

     7.8  EFFECT OF LANDLORD'S CONSENT:  No subletting, assignment or 
encumbrance, even with the consent of Landlord, shall relieve Tenant of its 
personal and primary obligation to pay rent and to perform all of the 
obligations to be performed by Tenant hereunder. Consent by Landlord to one 
or more assignments or encumbrances of Tenant's interest in this Lease or to 
one or more subletting of the Leased Premises shall not be deemed to be a 
consent to any subsequent assignment, encumbrance or subletting. If Landlord 
shall have been ordered by a court of competent jurisdiction to consent to a 
requested assignment or subletting, or such an assignment or subletting shall 
have been ordered over the objection of Landlord, such assignment or 
subletting shall not be binding between the assignee (or subleases) and 
Landlord unfit such time as all conditions set forth in Article 7.4 above 
have been fully satisfied (to the extent not then satisfied) by tile assignee 
or subleases, including, without limitation, the payment to Landlord of all 
agreed assignment considerations and/or excess rentals then due Landlord. 

                                  ARTICLE 8:
              LIMITATIION ON LANDLORD'S LIABILITY AND INDEMNITY

     8.1  LIMITATION ON LANDLORD'S LIABILITY AND RELEASE:  Landlord shall not 
be liable to Tenant for, and Tenant hereby releases Landlord and its 
partners, principals, officers, agents and employees from, any and all 
liability, whether in contract, tort or on any other basis, for any injury to 
or any damage sustained by Tenant, Tenant's agents, employees, contractors or 
invitees; any damage to Tenant's property; or any loss to Tenant's business, 
loss of Tenant's profits or other financial loss of Tenant resulting from or 
attributable to the condition of the management of, the repair or maintenance 
of,  the protection of, the supply of services or utilities to, the damage to 
or destruction of the Leased Premises, the Building, the Project or the 
Common Areas, including without limitation (i) the failure, interruption, 
rationing or other curtailment or cessation in the supply of electricity, 
water, gas or other utility service to the Project, the Building or the 
Leased Premises; (ii) the vandalism or forcible entry into the Building or 
the Leased Premises; (iii) the penetration of water into or onto any portion 
of the Leased Premises through roof leaks or otherwise; (iv) the failure to 
provide security and/or adequate lighting in or about the Project, the 
Building or the leased Premises; (v) the existence of any design or 
construction defects within the Project, the Building or the Leased Premises; 
(vi) the failure of any mechanical systems to function properly (such as the 
HVAC systems); or (vii) the blockage of access to any portion of the Project, 
the Building or the Leased Premises, except that Tenant does not so release 
Landlord from such liability to the extent such damage was proximately caused 
by Landlord's negligence, willful misconduct, or Landlord's failure to 
perform an obligation expressly undertaken pursuant to this Lease (after a 
reasonable period) of time not to exceed forty-five (45) days shall have 
lapsed following receipt of written notice from Tenant to so perform such 
obligation. In this regard, Tenant acknowledges that it is fully apprised of 
the provisions of Law relating to releases, and particularly to those 
provisions contained in Section 1542 of the California Civil Code which reads 
as follows:

          A general release does not extend to claims which the creditor does 
not know or suspect to exist in his favor at the time of executing the 
release, which if known by him must 

<PAGE>

have materially affected his settlement with the debtor.

          Notwithstanding such statutory provision, and for the purpose of 
implementing a full and complete release and discharge, Tenant hereby (i) 
waives the benefit of such statutory provision and (ii) acknowledges that, 
subject to the exceptions specifically set forth herein, the release and 
discharge set forth in this Article is a full and complete settlement and 
release and discharge of all claims and is intended to include in its effect, 
without limitation, all claims and is intended to include in its effect, 
without limitation, al claims which Tenant, as of the date hereof, does not 
know of or suspect to exist in its favor.

     8.2  TENANT'S INDEMNIFACTION OF LANDLORD:  Tenant shall defend with 
competent counsel satisfactory to Landlord any claims made or legal actions 
filed or threatened against Landlord based upon negligence or willful 
misconduct with respect to the violation of any law, or the death, bodily 
injury, personal injury, property damage, or interference with contractual or 
property rights suffered by any third party (including other tenants within 
the Project) occurring within the Leased Premises or resulting from Tenant's 
use or occupancy of the Leased Premises, the Building or the Outside Areas, 
or resulting from Tenant's negligent activities based upon negligence or 
willful misconduct in or about the Leased premises, the Building, the Outside 
Areas or the Property, and Tenant shall indemnify and hold Landlord, 
Landlord's principals, employees, agents and contractors harmless from any 
loss, liability, penalties, or expense whatsoever (including any loss 
attributable to vacant space which otherwise would have been leased, but for 
such activities) resulting therefrom, except to the extent proximately caused 
by the negligence or willful misconduct of Landlord. This indemnity agreement 
shall survive until the latter to occur of (i) the date of the expiration, or 
sooner termination, of this Lease, or (ii) the date Tenant actually vacates 
the Leased Premises. 

                                   ARTICLE 9
                                   INSURANCE

     9.1  TENANT'S INSURANCE:  Tenant shall maintain insurance complying with 
all of the following:  

          Tenant shall procure, pay for and keep in full force and effect. At 
all times during the Lease Term, the following:

              Commercial General Liability insurance insuring Tenant against 
liability for bodily injury, death, property damage and personal injury 
occurring at the Leased Premises, or resulting from Tenant's use or occupancy 
of the Leased Premises or the Building, Outside Areas, Property, or Common 
Area or resulting from Tenant's activities in or about the Leased Premises. 
Such insurance shall be on an occurrence basis with a combined single limit 
of liability of not less than the amount of Tenant's Required Liability 
Coverage (as set forth in Article 1). The policy or policies shall be 
endorsed to name Landlord and such others as re designated by Landlord as 
additional insureds in the form equivalent to CG20111185 or successor and 
shall contain the 

<PAGE>

following additional endorsement: "The insurance afforded to the additional 
insureds is primary insurance. If the additional insureds have other 
insurance which is applicable to the loss on a contributing, excess or 
contingent basis, the amount of this insurance company's liability under this 
policy shall not be reduced by the existence of such other insurance. Any 
insurance carried by the additional insureds shall be excess and 
noncontributing with the insurance provided by the tenant." The policy shall 
not be cancelled or reduced without at least 30 days written notice to 
additional insureds. If the policy insures more than once location, it shall 
be endorsed to show that the limits and aggregate apply per location using 
endorsement CG25041185 or successor. Tenant's policy shall also contain the 
severability of interest and cross-liability endorsement or clauses. 

                  Fire and property damage insurance in so-called Special 
Form plus earth quake and flood insuring Tenant against loss from physical 
damage to Tenant's personal property, inventory, stock, trade fixtures and 
improvements within the Leased Premises with coverage for the full actual 
replacement cost thereof; 

                  Plate-glass insurance, at actual replacement cost; 

                  Boiler and machinery insurance, if applicable;

                  (5)  Product Liability insurance (including without 
limitation Liquor Liability insurance for liability arising out of the 
distribution, sale, or consumption of food an/or beverages including 
alcoholic beverages at the Leased Premises for not less than the Tenant's 
Required Liability Coverage as set forth in Article 1;

                  (6)  Worker's compensation insurance and any other employee 
benefit insurance sufficient to comply with all Laws which policy shall be 
endorsed to provide thirty (30) days written notice of cancellation to 
Landlord;

                  (7)  With respect to making of alterations to or the 
construction of improvements or the like undertaken by Tenant, contingent 
liability and builder's risk insurance, in an amount and with coverage 
satisfactory to Landlord;

                  (8)  Business Income Insurance at a minimum of 50% 
coinsurance including coverage for loss of business income due to damage to 
equipment from perils covered under the so called Special Form plus perils of 
earth quake and flood; and

                  (9)  Comprehensive Auto Liability insurance with a combined 
single limit coverage of not less than the amount of Tenant's Required 
Liability Coverage (as set forth in Article I) for bodily injury and/or 
property damage liability for: a) Owned autos b) Hired or Borrowed autos c) 
Non-owned autos d) Auto blanket contractual form CA0029. The policy shall be 
endorsed to provide 30 days written notice of cancellation to Landlord.

              Each policy of liability insurance required to be carried by 
Tenant pursuant to this Article or actually carried by Tenant with respect to 
the Leased Premises or the Property (i) shall be in a form satisfactory to 
Landlord, (ii) Shall be provided by carriers admitted to do business in the 
state of California, with a Best rating of "A/VI" or better and/or acceptable 
to Landlord. Property insurance shall contain a waiver an/or a permission to 
waive by the insurer any right of subrogation against Landlord, its 
principal, employees, agents and contractors which might arise by reason of 
any payment under such policy or by reason of any act or omission of 
Landlord, its principals, employees, agents or contractors.

              Prior to the time Tenant or any of its contractors enters the 
Leased Premises, Tenant shall deliver to the Landlord with respect to each 
policy of insurance required to be carried by Tenant 

<PAGE>

pursuant to this article, a certificate of the insurer certifying, in a form 
satisfactory to the Landlord, that the policy has been issued and premium 
paid providing the coverage required by this Article an containing the 
provisions herein. Attached to such certificate shall be endorsements naming 
Landlord as additional insured, and including the wording under primary 
insurance above. With respect to each renewal or replacement of any such 
insurance, the requirements of this Article must be complied with no less 
that 30 days prior to the expiration or cancellation of the policy being 
renewed or replaced. Landlord may at any time and from time-to time inspect 
and/or copy any and all insurance policies required to be carried by Tenant 
pursuant to this article. If Landlord's lender, insurance broker or advisor 
or counsel reasonably determines at any time that the form or amount of 
coverage set forth in Article 9.1. (A) for any policy of insurance Tenant is 
required to carry pursuant to this Article is not adequate, then Tenant shall 
increase the amount of coverage for such insurance to such greater amount or 
change the form as Landlord's lender, insurance broker or advisor or counsel 
reasonably deems adequate (provided however such increase level of coverage 
may not exceed the level of coverage for such insurance commonly carried by 
comparable businesses similarly situated and operating under similar 
circumstances).

              The Commercial General Liability insurance carried by Tenant 
shall specifically insure performance by Tenant of the Indemnification 
provisions set forth in Article 8.2 except as revised herein of this lease 
provided, however, nothing contained in this Article 9 shall be construed to 
limit the liability of Tenant under the Indemnification provisions set forth 
in said Article 8.2.

     9.2  LANDLORD'S INSURANCE:  With respect to insurance maintained by 
Landlord: Landlord shall maintain, as the minimum coverage required of it by 
this Lease, property insurance in called "Special" form insuring Landlord 
(and such others as Landlord may designate) against loss from physical damage 
to the Building with coverage of not less than one hundred percent of the 
full actual replacement cost thereof and against loss of rents for a period 
of not less than twelve months. Such property damage insurance, at Landlord's 
election but without any requirement on Landlord's behalf to do so, (i) may 
be written in so-called Special Form, excluding only those perils commonly 
excluded from such coverage by Landlord's then property damage insurer; (ii) 
may provide coverage for physical damage to the improvements so insured for 
up to the entire full actual replacement cost thereof; (iii) may be endorsed 
to include or separate policies may be carried to cover loss or damage caused 
by any additional perils against which Landlord may elect to insure, 
including earthquake and/ore flood; (iv) may provide coverage for loss of 
rents for a period of up to twelve month; and/or (v) may contain "deductible" 
per occurrence in an amount reasonably acceptable to Landlord. Landlord shall 
not be required to cause such insurance to cover any of Tenant's personal 
property, inventory and trade fixtures, or any modifications, alterations or 
improvements made or constructed by Tenant to or within the Leased Premises.

     Landlord shall maintain Commercial General Liability insurance insuring 
Landlord (and such others as are designated by Landlord) against liability 
for personal injury, bodily injury, death, and damage to property occurring 
in, on or about, or resulting from the use or occupancy of the Property, or 
any portion thereof, with combined single limit coverage of at least Two 
Million Dollars. Landlord may carry such greater coverage as Landlord or 
Landlord's Lender, insurance broker or advisor or counsel may from time to 
time determine is reasonably necessary for the adequate protection of 
Landlord and the Property. 

     Landlord may maintain any other insurance which in the opinion of its 
insurance broker or advisor or legal counsel is prudent to carry under the 
given circumstances.

<PAGE>

     9.3  MUTUAL WAIVER OF SUBROGATION:  Landlord hereby releases Tenant, and 
Tenant hereby releases Landlord and its respective principals, officers, 
agents, employees and servants, from any and all liability for loss except 
for retentions or deductibles damage or injury to the property of the other 
in or about the Leased Premises or the Property which is caused by or results 
from a peril or event or happening which would be covered by insurance 
required to be carried by the party sustaining such loss under the terms of 
this Lease, or is covered by insurance actually carried and in force at the 
time of the loss, by the party sustaining such loss; provided, however, that 
such waiver shall be effective only to the extent permitted by the insurance 
covering such loss and to the extent such insurance is not prejudiced thereby.

                                   ARTICLE 10:
                           DAMAGE TO LEASED PREMISES

     10.1  LANDLORD'S DUTY TO RESTORE:  If the Leased Premises, the Building 
or the Outside Areas are damaged by any peril after the Effective Date of 
this Lease, Landlord shall restore the same, as and when required by this 
Article, unless this Lease is terminated by Landlord pursuant to Article 10.3 
or by Tenant pursuant to Article 10.4. If this Lease is not so terminated, 
then upon availability, of the insurance proceeds to landlord (if the loss is 
covered by insurance) and the issuance of all necessary governmental permits, 
landlord shall commence and diligently prosecute to completion the 
restoration of the Leased Premises, the Building or the Outside Areas, as the 
case may be, to the extent then allowed by Law, to substantially the same 
condition in which it existed as of the Lease Commencement Date. Landlord's 
obligation to restore shall be limited the improvements constructed by 
Landlord. Landlord shall have no obligation to restore any improvements made 
by Tenant to the Leased Premises or any of Tenant's personal property, 
inventory or trade fixtures except as caused by Landlord's negligence or 
willful misconduct. Upon completion of the restoration by Landlord, Tenant 
shall forthwith replace or fully repair substantially all of Tenant's 
personal property, inventory, trade fixtures and other improvements 
constructed by Tenant to like or similar condition as existed at the time of 
such damage or destruction.

     10.2  INSURANE PROCEEDS:  All insurance proceeds available from the fire 
and property damage insurance carried by Landlord shall be paid to and become 
the property of Landlord. If this Lease is terminated pursuant to either 
Article 10.3 or 10.4, all insurance proceeds available from insurance carried 
by Tenant which cover loss of property that is Landlord's property or would 
become Landlord's property on termination of this Lease shall be paid to and 
become the property of Landlord, and remainder of such proceeds shall be paid 
to and become the property of Tenant. If this Lease is not terminated 
pursuant to either Article 10.3 or 10.4, all insurance proceeds available 
from insurance carried by Tenant which cover loss to property that is 
Landlord's property shall be paid to and become the property of Landlord, and 
all proceeds available from such insurance which cover loss to property which 
would only become the property of Landlord upon the termination of this Lease 
shall be paid to and remain the property of Tenant. 

     10.3  LANDLORD'S RIGHT TO TERMINATE:  Landlord shall have the option to 
terminate this Lease in the event of the following occurs, which option may 
be exercised only 

<PAGE>

by delivery to Tenant of a written notice of election to terminate within 
thirty days after the date of such damage or destruction: 

          The Building is damaged by any peril covered by valid and 
collectible insurance actually carried by landlord and in force at the time 
of such damage or destruction (an "insured peril") to such an extent that the 
estimated cost to restore the Building exceeds the lesser of (i) the 
insurance proceeds available from insurance actually carried by Landlord, or 
(ii) seventy five percent of the then actual replacement cost thereof;

          The Building is damaged by an uninsured peril, which peril landlord 
was required to insure against pursuant to the provisions of Article 9 of 
this Lease, to such an extent that the estimated cost to restore the Building 
exceeds the lesser of (i) the insurance proceeds which would have been 
available had Landlord carried such required insurance, or (ii) seventy-five 
percent of the then actual replacement thereof;

          The Building is damaged by an uninsured peril, which peril Landlord 
was not required to insure against pursuant to the provisions of Article 9 of 
this Lease, to any extent.

          The Building is damaged by any peril and, because of the Laws then 
in force, the Building (i) can not be restored at reasonable cost or (ii) if 
restored, can not be used for the same use being made thereof before such 
damage.

     10.4  TENANT'S RIGHT TO TERMINATE:  If the Leased Premises, the Building 
or the Outside Areas are damaged by any peril and Landlord does not elect to 
terminate this Lease or is not entitled to terminate this Lease Pursuant to 
this Article, then as soon as reasonably practicable no to exceed thirty (30) 
days Landlord shall furnish Tenant with the written opinion of Landlord's 
architect or construction consultant as to when the restoration work required 
of Landlord may be complete. Tenant shall have the option to terminate this 
Lease in the event any of the following occurs, which option may be exercised 
in the case of A or B below only by delivery to Landlord of a written notice 
of election to terminate within seven days after Tenant receives form 
Landlord the estimate of the time needed to complete such restoration: 

          The Leased Premises are damaged by any peril and, in the reasonable 
opinion of Landlord's architect or construction consultant, the restoration 
of the Leased Premises cannot be substantially completed within six (6) 
months after the date of such notice from Landlord; or

          The Leased Premises are damaged by any peril within twelve (12) 
months of the last day of the Lease Term and, in the reasonable opinion of 
Landlord's architect or construction consultant, the restoration of the 
Leased Premises cannot be substantially completed within ninety days after 
the date such restoration is commenced.

     10.5  TENANT'S WAIVER:  Landlord and Tenant agree that the provisions of 
Article 10.4 above, captioned "Tenant's Right to Terminate", are intended to 
supersede and replace the provisions contained in California Civil Code, 
Section 1932, Subdivision 2, and California Civil Code, Section 1934, and 
accordingly, Tenant hereby waives the provisions of said Civil Code Sections 
and the provisions of any successor Code Sections or similar laws hereinafter 
enacted.

     10.6  ABATEMENT OF RENT:  In the event of damage to the Leased Premises 
which does not result in the termination of this Lease, the Base Monthly Rent 
(and any Additional Rent) shall be temporarily abated during the period of 
restoration in proportion to the degree to which Tenant's use of the Leased 
Premises is impaired by such damage.

<PAGE>

                                    ARTICLE 11
                                   CONDEMNATION

     11.1  TENANT'S RIGHT TO TERMINATE:  Except as otherwise provided in 
Article 11.4 below regarding temporary takings, Tenant shall have the option 
to terminate this Lease if, as a result of any taking, (i) all of the Leased 
Premises is taken, (ii) twenty-five (25%) percent or more of the Leased 
Premises is taken and the part of the Leased Premises that remains cannot, 
within a reasonable period of time, be made reasonably suitable for the 
continued operation of Tenant's business, or (iii) there is a taking of a 
portion of the Outside Areas and, as a result of such taking, Landlord cannot 
provide parking spaces within the Property (or within a reasonable walking 
distance therefrom) equal in number to at least sixty-six and two-thirds 
percent of the number of parking spaces existing within the Outside Areas 
immediately prior to such taking, whether by rearrangement of the remaining 
parking areas in the Outside Areas (including, if Landlord elects, 
construction of multi-deck parking structures or restriping for compact cars 
where permitted by Law). Tenant must exercise such option within a reasonable 
period of time, to be effective on the later to occur of (i) the date that 
possession of that portion of the Leased Premises or the Outside Areas that 
is condemned is taken by the condemnor or (ii) the date Tenant vacated the 
Leased Premises.

     11.2  LANDLORD'S RIGHT TO TERMINATE:  Except as otherwise provided in 
Article 11.4 below regarding temporary takings, Landlord shall have the 
option to terminate this Lease if, as a result of any taking, (i) all or a 
substantial part of the Leased Premises is taken, (ii) more than thirty-three 
and one-third percent of the Outside Areas is taken, or (iii) because of the 
Laws then in force, the Leased Premises may not be used for the same use 
being made thereof before such taking, whether or not restored as required by 
Article 11.3 below. Any, such option to terminate by Landlord must be 
exercisable within a reasonable period of time, to be effective as of the 
date possession is taken by the condemnor.

     11.3  RESTORATION:  If any part of the Leased Premises, the Building or 
the Outside Areas is taken and this Lease is not terminated, then Landlord 
shall repair any damage occasioned thereby to the remainder thereof to a 
condition reasonably suitable for Tenant's continued operations and 
otherwise, to the extent practicable, in the manner and to the extent 
provided in Article 10.1.

     11.4  TEMPORARY TAKING:  If any portion of the Leased Premises is 
temporarily taken for a period of thirty (30) days or less and such period 
does not extend beyond the Lease Expiration Date, this Lease shall remain in 
effect. If any portion of the Leased Premises is temporarily taken for a 
period which either exceeds thirty (30) days or which extends beyond the 
Lease Expiration Date, then Landlord and Tenant shall each independently have 
the option to terminate this Lease, effective on the date possession is taken 
by the condemnor.

     11.5  DIVISION OF CONDEMNATION AWARD:  Any award made for any taking of 
the Property, the Building, the Outside Areas or the Leased Premises, or any 
portion thereof, shall belong to and be paid to Landlord, and Tenant hereby 
assigns to Landlord all of its right, title and interest in any such award; 
provided, however, that Tenant shall be entitled to receive any portion of 
the award that is made specifically (i) for the taking of personal property, 
inventory or trade 

<PAGE>

fixtures belong to Tenant, (ii) for the interruption of Tenant's business or 
its moving costs, (iii) for loss of Tenant's goodwill, or (iv) for any 
temporary taking where this Lease is not terminated as a result of such 
taking, and fifty percent (50%) of premium rent award, so long as Lender's 
security is not adversely affected thereby. The rights of Landlord and Tenant 
regarding any condemnation shall be determined as provided in this Article, 
and each party hereby waives the provisions of Section 1265.130 of the 
California Code of Civil Procedure, and the provision of any similar law 
hereinafter enacted, allowing either party to petition the Superior Court to 
terminate this Lease and/or otherwise allocate condemnation awards between 
Landlord and Tenant in the event of a taking of the Leased Premises.

     11.6  ABATEMENT OF RENT:  In the event of a taking of the Leased 
Premises which does not result in a termination of this Lease (other than a 
temporary taking), then, as of the date possession is taken by the 
condemnation authority, the Base Monthly Rent shall be reduced in the same 
proportion that the area of that part of the Leased Premises so taken (less 
any addition to the area of the Leased Premises by reason of any 
reconstruction) bears to the area of the Leased Premises immediately prior to 
such taking.

     11.7  TAKING DEFINED:  The term "taking" or "taken' as used in this 
Article 11 shall mean any transfer or conveyance of all or any portion of the 
Property to a public or quasi-public agency, or any other entity having the 
power of eminent domain pursuant to or as a result of the exercise of such 
power by such an agency, including any inverse condemnation and/or any sale 
or transfer by Landlord of all or any portion of the Property to such an 
agency under threat of condemnation or the exercise of such power.

                                   ARTICLE 12:
                              DEFAULT AND REMEDIES

     12.1  EVENTS OF TENANT'S DEFAULT:  Tenant shall be in default of its 
obligations under this Lease if any of the following events occur:

           Tenant shall have failed to pay Base Monthly Rent or any 
Additional Rent when due; or

           Tenant shall have done or permitted to have been done any act, use 
or thing in its use, occupancy or possession of the Leased Premises or the 
Building or the Outside Areas which is prohibited by the terms of this Lease; 
or

           Tenant shall have failed to perform any term, covenant or 
condition of this Lease, except those requiring the payment of Base Monthly 
Rent or Additional Rent, within thirty (30) days after written notice from 
Landlord to Tenant specifying the nature of such failure and requesting 
Tenant to perform same.

           Tenant shall have sublet the Leased Premises or assigned or 
encumbered its interest in this Lease on violation of the provisions 
contained in Article 7, whether voluntarily or by operation of Law; or

           Tenant shall have failed to continuously occupy the Leased 
Premises for a period of thirty 

<PAGE>

(30) consecutive days; or excluding and sublease approved by the Landlord.

           Tenant or any Guarantor of this Lease shall have permitted or 
suffered the sequestration or attachment of, or execution on, or the 
appointment of a custodian or receiver with respect to, all or any 
substantial part of the property or assets of Tenant (or such Guarantor) or 
any property or asset essential to the conduct of Tenant's (or such 
Guarantors) business, and Tenant (or such Guarantor) shall have failed to 
obtain a return or release of the same within thirty days thereafter, or 
prior to sale pursuant to such sequestration, attachment or levy, whichever 
is earlier; or

           Tenant of any Guarantor of this Lease shall have made a general 
assignment of all or a substantial part of its assets for the benefit of its 
creditors; or

           Tenant or any Guarantor of this Lease shall have allowed (or 
sought) to have entered against it a decree or order which: (i) grants or 
constitutes an order for relief, appointment or a trustee, or confirmation or 
a reorganization plan under the bankruptcy laws of the United States; (ii) 
approves as properly filed a petition seeking liquidation or reorganization 
under said bankruptcy laws or any other debtor's relief law or similar 
statute of the United States or any state thereof; or (iii) otherwise directs 
the winding up or liquidation of Tenant; provided, however, if any decree or 
order was entered without Tenant's consent or over Tenant's objection, 
Landlord may not terminate this Lease pursuant to this Subarticle if such 
decree or order is rescinded or reversed within ninety (90) days so long as 
payment of rent is uninterrupted after its original entry.

           Tenant or any Guarantor of this Lease shall have availed itself of 
the protection of any debtor's relief law, moratorium law or other similar 
Law which does not require the prior entry of a decree or order.

     12.2  LANDLORD'S REMEDIES:  In the event of any default by Tenant, and 
without limiting Landlord's right to indemnification as provided in Article 
8.2, Landlord shall have the following remedies in addition to all other 
rights and remedies provided by Law or otherwise provided in this Lease, to 
which Landlord may resort cumulatively, or in the alternative:

           Landlord may, at Landlord's election, keep this Lease in effect 
and enforce, by an action at law or in equity, all of its rights and remedies 
under this Lease including, without limitation, (i) the right to recover the 
rent and other sums as they become due by appropriate legal action, (ii) the 
right to make payments required by Tenant, or perform Tenant's obligations 
and be reimbursed by Tenant for the cost thereof with interest at the then 
maximum rate of interest not prohibited by Law from the date the sum is paid 
by Landlord until Landlord is reimbursed by Tenant, and (iii) the remedies of 
injunctive relief and specific performance to prevent Tenant form violating 
the terms of this Lease and/or to compel Tenant to perform its obligations 
under this Lease, as the case may be.

           Landlord may, at Landlord's election, terminate this Lease by 
giving Tenant written notice of termination, in which event this Lease shall 
terminate on the date set forth for termination in such notice. Any 
termination under this Subarticle shall not relieve Tenant form its 
obligation to pay to Landlord all Base Monthly Rent and Additional Rent then 
or thereafter due, or any other sums due or thereafter accruing to Landlord, 
or from any claim against Tenant for damages previously accrued or then or 
thereafter accruing. In no event shall any one or more of the following 
actions 

<PAGE>

by Landlord, in the absence of a written election by Landlord to terminate 
the Lease, constitute a termination of the Lease:

           Appointment of a receiver or keeper in order to protect Landlord's 
interest hereunder;

           Consent to any subletting of the Leased Premises or assignment of 
this Lease by Tenant, whether pursuant to the provisions hereof or otherwise; 
or

           Any other action by Landlord or Landlord's agents intended to 
mitigate the adverse effects of any breach of this Lease by Tenant, 
including, without limitation, any action taken to maintain and preserve the 
Leased Premises or any action taken to relet the Leased Premises, or any 
portion thereof, for the account of Tenant and in the name of Tenant.

           In the event Tenant breaches this Lease and abandons the Leased 
Premises, Landlord may terminate this Lease, but this Lease shall not 
terminate unless Landlord gives Tenant written notice of termination. If 
landlord does not terminate this Lease by giving written notice of 
termination, Landlord may enforce all its rights and remedies under this 
Lease, including the right to recover as it becomes due under this Lease as 
provided in California Civil Code Section 1951.4, as in effect on the 
Effective Date of this Lease.

           In the event Landlord terminates this Lease, Landlord shall be 
entitled, at Landlord's election, to damages in an amount as set forth in 
California Civil Code Section 1951.2, as in effect on the Effective Date of 
this Lease. For purposes of computing damages pursuant to Section 1951.2, an 
interest rate equal not to exceed twelve percent (12%) rate of interest then 
not prohibited by Law shall be used where permitted. Such damages shall 
include, without limitation:

           The worth at the time of award of the amount by which the unpaid 
rent for the balance of the term after the time of award exceeds the amount 
of such rental loss that Tenant proves could be reasonably avoided, computed 
by discounting such amount at the discount rate of the Federal Reserve Bank 
of San Francisco, at the time of award plus one percent; less any offset due 
to rental received during the period of default; and 

           Any other amount necessary to compensate Landlord for all 
detriment proximately caused by Tenant's failure to perform Tenant's 
obligations under this Lease, or which in the ordinary course of things would 
be likely to result therefrom, including without limitation, the following: 
(i) expenses for cleaning, repairing or restoring the Leased Premises; (ii) 
expenses for altering, remodeling or otherwise improving the Leased Premises 
for the purposes of reletting, including removal of existing leasehold 
improvements and/or installation of additional leasehold improvements 
(regardless of how the same is funded, including reduction of rent, a direct 
payment or allowance to a new tenant, or otherwise); (iii) broker's fees, 
advertising costs and other expenses of reletting the Leased Premises; (iv) 
costs of carrying and maintaining the Leased Premises which costs would have 
been billed to Tenant as Additional Rent had Tenant not defaulted and which 
include but are not limited to taxes, insurance premiums, utility charges, 
landscape maintenance costs, costs of maintaining electrical, plumbing and 
HVAC equipment and costs for providing security; (v) expenses incurred in 
removing, disposing of and/or storing any of Tenant's personal property, 
inventory or trade fixtures remaining therein; (vi) attorneys' fees, expert 
witness fees, court costs and other reasonable expenses incurred by Landlord 
but not limited to taxable costs in retaking possession of the Leased 
Premises, establishing damages hereunder, and re-leasing the 

<PAGE>

Leased Premises; and (vii) any other expenses, costs or damages other wise 
incurred or suffered as a result of Tenant's default.

     12.3  LANDLORD'S DEFAULT AND TENANT'S REMEDIES:  In the event Landlord 
fails to perform any of its obligations under this Lease, Landlord shall 
nevertheless not be in default under the terms of this Lease until such time 
as Tenant shall have first given Landlord written notice specifying the 
nature of such failure t perform its obligations, and then only after 
Landlord shall have had a reasonable period of thirty (30) days, unless cure 
is started within said thirty (30) day period and is therefore diligently 
prosecuted to a conclusion reasonably following its receipt of such notice 
within which to perform such obligations. In the event of Landlord's default 
as above set forth, then, and only then, Tenant shall have the following 
remedies only:

           Tenant may then proceed in equity or at law to compel Landlord to 
perform its obligations and/or to recover damages proximately caused by such 
failure to perform (except as and to the extent Tenant has waived its right 
to damages as provided in this Lease).

           Tenant, at its option, may then cure any default of Landlord at 
Landlord's cost. If, pursuant to this Subarticle, Tenant reasonably pays any 
sum to any third party or does any act that requires the payment of any sum 
to any third part at any time by reason of Landlord's default, the sum paid 
by, Tenant shall be immediately due from landlord to Tenant at the time 
Tenant supplies Landlord with an invoice therefore (provided such invoice 
sets forth and is accompanied by a written statement of Tenant setting forth 
in reasonable detail the amount paid, the party to whom it was paid, the date 
it was paid, and the reasons giving rise to such payment), together with 
interest at twelve percent per annum from the date if such invoice until 
Tenant is reimbursed by Landlord, Tenant may not offset such sums against any 
installment of rent due Landlord under the terms of this Lease.

     12.4  LIMITATION ON TENANT'S RECOURSE:  If Landlord is a corporation, 
trust, partnership, joint venture, unincorporated association, or other form 
of business entity, Tenant agrees that (i) the obligations of Landlord under 
this Lease shall not constitute personal obligation of the officers, 
directors, trustees, partners, joint ventures, members, owners, stockholders, 
or other principals of such business entity and (ii) Tenant shall have 
recourse only to the assets of such business entity for the satisfaction of 
such obligations and not against the assets of such officers directors, 
trustees, partners, joint ventures, members, owners, stockholders or other 
principals (other than to the extent of their interest in the assets owned by 
such business entity). Additionally, if Landlord is a partnership, then 
Tenant covenants and agrees:

           No partner of the Landlord shall be sued or named as a party in 
any suit or action brought by Tenant with result to any alleged breach of 
this Lease (except to the extent necessary to secure jurisdiction over the 
partnership and then only for that sole purpose);

           No service of process shall be made against any partner of 
Landlord except for the sole purpose of securing jurisdiction over the 
partnership; and

           No writ of execution will ever be levied against the assets of any 
partner of Landlord other than to the extent of his interest in the assets of 
the partnership.

           Tenant further agrees that each of the foregoing covenants and 
agreements shall be enforceable by 

<PAGE>

Landlord and by any partner of Landlord and shall be applicable to any actual 
or alleged misrepresentation or nondisclosure made respecting this Lease or 
the Leased Premises or any factual or alleged failure, default or breach of 
any covenant or agreement either expressly or implicitly contained in this 
Lease or imposed by statute or at common law.

     12.5  TENANT'S WAIVER:  Landlord and Tenant agree that the provision of 
Article 12.3 above are intended to supersede and replace the provisions of 
California Civil Code Sections 1932(1), 1941 and 1942, and accordingly, 
Tenant hereby waives the provisions of California Civil Code Sections 
1932(1), 1941 and 1942 and/or any similar or successor Law regarding Tenant's 
right to terminate this Lease or to make repairs and deduct the expenses of 
such repairs from the rent due under this Lease. Tenant hereby waives any 
right of redemption or relief from forfeiture under the Laws of the State of 
California, or under any other present or future Law, in the event Tenant is 
evicted or Landlord takes possession of the Leased Premises by reason of any 
default by Tenant.

                                  ARTICLE 13
                              GENERAL PROVISIONS

     13.1  TAXES ON TENANT'S PROPERTY:  Tenant shall pay before delinquency 
any and all taxes, assessments, license fees, use fees, permit fees and 
public charges of whatever nature or description levied, assessed or imposed 
against Tenant or Landlord by a governmental agency arising out of, caused by 
reason of or based upon Tenant's estate in this Lease, Tenant's ownership of 
property, improvements made by Tenant to the Leased Premises or the Outside 
Areas, Tenant's use (or estimated use) of public facilities or services or 
Tenant's consumption (or estimated consumption) of public utilities, energy, 
water or other resources. Upon demand by Landlord, Tenant shall furnish 
Landlord with satisfactory evidence of these payments. If any such taxes, 
assessments, fees or public charges are levied against Landlord, Landlord's 
property, the Building or the Property, or if the assessed value of the 
Building or the Property is increased by the inclusion therein of a value 
placed upon same, then Landlord, after giving written notice to Tenant, shall 
have the right, regardless of the validity thereof, to pay such taxes, 
assessment, fee or public charge and bill Tenant. as Additional Rent, the 
amount of such taxes, assessment, fee or public charge so paid on Tenant's 
behalf. Tenant shall, within fifteen (15) days from the date it receives an 
invoice from Landlord setting forth the amount of such taxes, assessment, fee 
or public charge so levied, pay to Landlord, as Additional Rent, the amount 
set forth in said invoice. Failure by Tenant to pay the amount so invoiced 
within said fifteen (15) day period shall be conclusively deemed a default by 
Tenant under this Lease. Tenant shall have the right, and the Landlord's full 
cooperation if Tenant is not then in default under the terms of this Lease, 
to bring suit in any court of competent jurisdiction to recover from the 
taxing authority the amount of any such taxes, assessment, fee or public 
charge so paid.

     13.2  HOLDING OVER:  This Lease shall terminate without further notice 
on the Lease Expiration Date (as set forth in Article 1). Any holding over by 
Tenant after expiration of the Lease Term shall neither constitute a renewal 
nor extension of this Lease nor give Tenant any rights in or to the Leased 
Premises except as expressly provided in this Article. Any such holding over 
shall be deemed an unlawful detainer of the Leased Premises unless Landlord 
has consented to same. Any such holding over to which Landlord has consented 
shall be construed to be a tenancy from month 

<PAGE>

to month, on the same terms and conditions herein specified insofar as 
applicable, except that the Base Monthly Rent shall be increased to an amount 
equal to one hundred fifty percent of the Base Monthly Rent payable during 
the last full month immediately preceding such holding over.

     13.3  SUBORDINATION TO MORTGAGES:  This Lease is subject to and 
subordinate to all underlying ground leases, mortgages and deeds of trust 
which affect the Building or the Property and which are of public record as 
of the Effective Date of this Lease, and to all renewals, modifications, 
consolidations, replacements and extensions thereof. However, if the lessor 
under any such ground lease or any lender holding any such mortgage or deed 
of trust shall advise Landlord that it desires or requires this Lease to be 
made prior and superior thereto, then, upon written request of Landlord to 
Tenant, Tenant shall promptly execute, acknowledge and deliver any and all 
documents or instruments which Landlord and such lessor or lender deem 
necessary or desirable to make this Lease prior thereto. Tenant hereby 
consents to Landlord's ground leasing the land underlying the Building or the 
Property and/or encumbering the Building or the Property as security for 
future loans on such terms as Landlord shall desire, all of which future 
ground leases, mortgages or deeds of trust shall be subject to and 
subordinate to this Lease. However, if any lessor under any such future 
ground lease or any lender holding such future mortgage or deed of trust 
shall desire or require that this Lease be made subject to and subordinate to 
such future ground lease, mortgage or deed of trust, then Tenant agrees, 
within ten days after Landlord's written request therefor, to execute, 
acknowledge and deliver to Landlord any and all documents or instruments 
requested by Landlord or by such lessor or lender as may be necessary or 
proper to assure the subordination of this Lease to such future ground lease, 
mortgage or deed of trust, but only if such lessor or lender agrees to 
recognize Tenant's rights under this Lease and agrees not to disturb Tenant's 
quiet possession of the Leased Premises so long as Tenant is not in default 
under this Lease.

     13.4  TENANT'S ATTORNMENT UPON FORECLOSURE:  Tenant shall, upon request, 
attorn (i) to any purchaser of the Building or the Property at any 
foreclosure sale or private sale conducted pursuant to any security 
instrument encumbering the Building or the Property, (ii) to any grantee or 
transferee designated in any deed given in lieu of foreclosure of any 
security interest encumbering the Building or the Property, or (iii) to the 
lessor under any underlying ground lease of the land underlying the Building 
or the Property should such ground lease be terminated; provided that such 
purchaser, grantee or lessor recognizes Tenant's rights under this Lease.

     13.5  MORTGAGE PROTECTION:  In the event of any default on the part of 
Landlord, Tenant will give notice by registered mail to any Lender or lessor 
under any underlying ground lease who shall have requested, in writing, to 
Tenant that it be provided with such notice, and Tenant shall offer such 
Lender or lessor a reasonable opportunity to cure the default, including time 
to obtain possession of the Leased Premises by power of sale or judicial 
foreclosure or other appropriate legal proceedings if reasonably necessary to 
effect a cure.

     13.6  ESTOPPEL CERTIFICATES:  Tenant will, following any request by 
Landlord, promptly execute and deliver to Landlord an estoppel certificate 
(i) certifying that his Lease is unmodified and in full force and effect, or, 
if modified, stating the nature of such modification and certifying that this 
Lease, as so modified, is in full force and effect, (ii) stating the date to 
which the rent and other charges are paid in advance, if any, (iii) 
acknowledging that there are not, to Tenant's 

<PAGE>

knowledge, any uncured defaults on the part of Landlord hereunder, or 
specifying such defaults if any are claimed, and (iv) certifying such other 
information about this Lease as may be reasonably requested by Landlord, its 
Lender or prospective lenders, investor or purchaser of the Building or the 
Property. Tenant's failure to execute and deliver such estoppel certificate 
within ten days after Landlord's request therefore shall be material default 
by Tenant under this Lease, and Landlord shall have all of the rights and 
remedies available to Landlord as Landlord would otherwise have in the case 
of any other material default by Tenant, including the right to terminate 
this Lease and sue for damages proximately caused thereby, it being agreed 
and understood by Tenant that Tenant's failure to do so deliver such estoppel 
certificate in a timely manner could result in Landlord being unable to 
perform committed obligation to other third parities which were made by 
Landlord in reliance upon this covenant of Tenant. Landlord and Tenant intend 
that any statement delivered pursuant to this article may be relied upon by 
any Lender or purchaser or prospective Lender or purchaser of the Building, 
the Property, or any interest herein.

     13.7  TENANT'S FINANCIAL INFORMATION:  Tenant shall, within ten business 
days after Landlord's request therefore deliver to Landlord a copy of a 
current financial statement including an income statement for the most recent 
twelve month period and a balance sheet and any such other information 
reasonably requested by Landlord regarding Tenant's financial condition. 
Landlord shall be entitled to disclose such financial statements or other 
information to its Lender, to any present or prospective principal of 
investor in Landlord, or to any prospective Lender or purchaser of the 
Building, the Property or any portion thereof or interest therein. Any such 
financial statement or other information which is marked "confidential" or 
company secrets" (or is otherwise similarly marked by Tenant) shall be 
confidential and shall not be disclosed by Landlord to any third party except 
as specifically provided in this Article, unless the same becomes a part of 
the public domain without the fault of Landlord.

     13.8  TRANSFER BY LANDLORD:  Landlord and its successors in interest 
shall have the right to transfer their interest in the Building, the 
Property, or any portion thereof at any time and to any person or entity. In 
the event of any such transfer, the Landlord originally named herein (and in 
the case of any subsequent transfer, the transferor), from the date of such 
transfer, (i) shall be automatically relieved, without any further act by any 
person or entity, of all liability for the performance of the obligations of 
the Landlord hereunder which may accrue after the date of such transfer and 
(ii) shall be relieved of all liability for the performance of the 
obligations of the Landlord hereunder which have accrued before the date of 
transfer if its transferee agrees to assume and perform all such prior 
obligations of the Landlord hereunder. Tenant shall attorn to any such 
transferee. After the date of any such transfer, the term "Landlord" as used 
herein shall mean the transferee of such interest in the Building or the 
Property.

     13.9  FORCE MAJEURE:  The obligations of each of the parties under this 
Lease (other than the obligations to pay money) shall be temporarily excused 
if such party is prevented or delayed in performing such obligation by reason 
of any strikes, lockouts or labor disputes; inability to obtain labor, 
material, fuels or reasonable substitutes therefore; governmental 
restrictions, regulations, controls, action or inaction; civil commotion; 
inclement weather, fire or other acts of God; or other causes (except 
financial inability) beyond the reasonable control of the party obligated to 
perform (including acts or omissions of the other party) for a period equal 
to the period of any such prevention, delay or stoppage.

<PAGE>

     13.10  NOTICES:  Any notice required or desired to be given by a party 
regarding this Lease shall be in writing and shall be personally served, or 
in lieu of personal service may be given by depositing such notice in the 
United States mail, registered or certified, postage prepaid, addressed to 
the other party as follows:

           If addressed to Landlord, to Landlord at its Address for Notices 
(as set forth in Article 1).

           If addressed to Tenant, to Tenant at its Address for Notices (as 
set froth in Article 1). Any notice given by registered mail shall be deemed 
to have been given on the third business day after its deposit in the United 
States mail.    

           Any notice given by certified mail shall be deemed given on the 
date receipt was acknowledged to the postal authorities. Any notice given by 
mail other than registered or certified mail shall be deemed given only if 
received by the other party, and then on the date of receipt. Each party may, 
by written notice to the other in the manner aforesaid, change the address to 
which notices addressed to it shall thereafter be mailed.    

     13.11  ATTORNEY'S FEES:  In the event any party shall bring any action, 
arbitration proceeding or legal proceeding alleging a breach of any provision 
of this Lease, to recover rent, to terminate this Lease, or to enforce, 
protect, determine or establish any term or covenant of this Lease or rights 
or duties hereunder of either party, the prevailing party shall be entitled 
to recover from the non-prevailing party as a part of such action or 
proceeding, or in a separate action for that purpose brought within one year 
from the determination of such proceeding, reasonable attorneys' fees, expert 
witness fees, court costs and other reasonable expenses incurred by the 
prevailing party. In the event that Landlord shall be required to retain 
counsel to enforce any provision of this Lease, and if Tenant shall 
thereafter cure (or desire to cure) such default, Landlord shall be 
conclusively deemed the prevailing party and Tenant shall pay to Landlord all 
attorney's fees, expert witness fees, court costs and other reasonable 
expenses so incurred by Landlord promptly upon demand. Landlord may enforce 
this provision by either (i) requiring Tenant to pay such fees and costs as a 
condition to curing its default or (ii) bringing a separate action to enforce 
such payment, it being agreed by and between Landlord and Tenant that 
Tenant's failure to pay such fees and costs upon demand shall constitute a 
breech of this Lease in the same manner as a failure by Tenant to pay the 
Base Monthly Rent, giving Landlord the same rights and remedies as if Tenant 
failed to pay the Base Monthly Rent.

     13.12  DEFINITIONS:  Any term that is given a special meaning by any 
provision in this Lease shall, unless otherwise specifically stated, have 
such meaning whenever used in this Lease or in any Addenda or amendment 
hereto. In addition to the terms defined in Article 1, the following terms 
shall have the following meanings: 

            A.  REAL PROPERTY TAXES:  The term "Real Property Tax" or "Real 
Property Taxes" shall each mean (i) all taxes, assessments, levies and other 
charges of any kind or nature whatsoever, general and special, foreseen and 
unforeseen (including all installments of principal and interest required to 
pay any general or special assessments for public improvements and any 
increase resulting from reassessments caused by any change in ownership or 
new construction),

<PAGE>

now or hereafter imposed by any governmental or quasi-governmental authority 
or special district having the direct or indirect power or tax or levy 
assessments, which are levied or assessed for whatever reason against the 
Project or any portion thereof, or Landlord's interest herein, or the 
fixtures, equipment and other property of Landlord that is an integral part 
of the Project and located thereon, or Landlord's business of owning, leasing 
or managing the Project or the gross receipts, income or rentals from the 
Project; (ii) all charges, levies or fees imposed by any governmental 
authority against Landlord by reason or based upon the use of or based upon 
the use of or number of parking spaces within the Project, the amount of 
public services or public utilities used or consumed (e.g. water, gas 
electricity, sewage or surface water disposal) at the Project, the number of 
persons employed by ten ants of the Project, the size (whether measured in 
area, volume, number of tenants or whatever) or the value of the Project, or 
the type of use or uses conducted within the Project; and (iii) all costs and 
fees (including attorneys' fees) incurred by Landlord in contesting any Real 
Property Tax and in negotiating with public authorities as to any Real 
Property Tax. If, at any time during the Lease Term, the taxation or 
assessment of the Project prevailing as of the Effective Date of this Lease 
shall be altered so that in lieu of or in addition to any Real Property Tax 
described above there shall be levied, or imposed (whether by reason of a 
change in the method of taxation or assessment, creation of a new tax or 
charge, or any other cause) an alternate, substitute, or additional tax or 
charge (i) on the value, size, use or occupancy of the Project or Landlord's 
interest therein or (ii) on or measured by the gross receipts, income or 
rentals from the Project, or on Landlord's business of owing, leasing or 
managing the Project or (iii) computed in any manner with respect to the 
operation of the Project, then any such tax or charge, however designated, 
shall be included within the meaning of the terms "Real Property Tax" or 
"Real Property Taxes" for purposes of this Lease. If any Real Property Tax is 
partly based upon property or rents unrelated to the Project, then only that 
part of such Real Property Tax that is fairly allocable to the Project shall 
be included within the meaning of the terms "Real Property Tax" or "Real 
Property Taxes". Notwithstanding the foregoing, the terms "Real Property Tax" 
or "Real Property Taxes" shall not include estate, inheritance, transfer, 
gift or franchise taxes of Landlord or the federal or state income tax 
imposed on Landlord's income from all sources. 

           B.  LANDLORD'S INSURANCE COSTS:  The term "Landlord's Insurance 
Costs" shall mean the costs to Landlord to carry and maintain the policies of 
fire and property damage insurance including earth quake and flood for the 
Building and the Property and general liability insurance required, or 
permitted, to be carried by Landlord pursuant to Article 9, together with any 
deductible amounts paid by Landlord upon the occurrence of any insured 
casualty or loss.

           C.  PROPERTY MAINTENANCE COSTS:  The term "Property Maintenance 
Costs" shall mean all costs expenses (except Landlord's Insurance Costs and 
Real Property Taxes) paid or incurred by Landlord in protecting, operating, 
maintaining, repairing and preserving the Property and all parts thereof, 
including without limitation, (i) professional management fees (equal to 
three percent of the Property's scheduled gross rental income), (ii) the 
amortizing portion of any costs incurred by Landlord in the making of any 
modifications, alterations or improvements as set forth in Article 6, which 
are so amortized during the Lease Term, (iii) costs of complying with 
governmental regulations governing Tenant's use of Hazardous Materials, and 
Landlord's costs of monitoring Tenant's use of Hazardous Materials including 
fees charged by Landlord's consultants 

<PAGE>

to periodically inspect the Premises and the Property, and (iv) such other 
costs as may be paid or incurred with respect to operating, maintaining and 
preserving the Property, such as repairing and resurfacing the exterior 
surfaces of the buildings (including roofs), repairing, replacing, and 
resurfacing paved areas, repairing structural parts of the buildings, and 
maintaining, repairing or replacing, when necessary electrical, plumbing, 
sewer, drainage, heating, ventilating and air conditioning systems serving 
the buildings, providing utilities to the common areas, maintenance, repair, 
replacement or installation of lighting fixtures, directional or other signs 
and signals, irrigation or drainage systems, trees, shrubs, materials, 
maintenance of all landscaped areas, and depreciation and financing costs on 
maintenance and operating machinery and equipment (if owned) and rental paid 
for such machinery and equipment (if leased).

          D.  READY FOR OCCUPANCEY: The term "Ready for Occupancy" shall mean 
the date upon which (i) the Leased Premises are available for Tenant's 
occupancy in a broom clean condition and (ii) the improvements, if any, to be 
made to the Leased Premises by Landlord as a condition to Tenant's obligation 
to accept possession of the Leased Premises have been substantially completed 
and the appropriate governmental building department (i.e. the City building 
department, if the Property is located within a City, or otherwise the County 
building department) shall have approved the construction of such 
improvements as substantially complete or is willing to so approve the 
construction of the improvements as substantially complete subject only to 
compliance with specified conditions which are the responsibility of Tenant 
to satisfy or is willing to allow Tenant to occupy subject to its receiving 
assurances that specified work will be completed.

      PROPERTY OPERATING EXPENSES:  The term "Property Operating Expenses" 
shall mean and include the all Real Property Taxes, plus all Landlord's 
Insurance Costs, plus the all Property Maintenance Costs, plus an accounting 
fee equal to five percent of all such costs.

      LAW: The term "Law" shall mean any judicial decision and any statue, 
constitution, ordinance, resolution, regulation, rule, administrative order, 
or other requirement of any municipal, county, state, federal, or other 
governmental agency or authority having jurisdiction over the parties to this 
Lease, the Leased Premises, the Building or the Property, or any of them in 
effect either at the Effective Date of this Lease or at any time during the 
Lease Term, including, without limitation, any regulation, order, or policy 
of any quasi-official entity or body (e.g. a board of fire examiners or a 
public utility or special district).

      LENDER:  The term "Lender" shall mean the holder of any Note or other 
evidence of indebtedness secured by the Property or any portion thereof. 

      PRIVATE RESTRICIONS:  The term "Private Restrictions" shall mean all 
recorded covenants, conditions and restrictions, private agreements, 
easements, and any other recorded instruments affecting the use of the 
Property, as they may exist from time to time.

      RENT:  The term "rent" shall mean collectively Base Monthly Rent and 
all Additional Rent.

     13.13  GENERAL WAIVERS:  One party's consent to or approval of any act 
by the other party 

<PAGE>

requiring the first party's consent or approval shall not be deemed to waive 
or render unnecessary the first party's consent to or approval of any 
subsequent similar act by the other party. No waiver of any provision hereof 
or any breach of any provision hereof shall be effective unless in writing 
and signed by the waiving party. The receipt by Landlord of any rent or 
payment with or without knowledge of the breach of any other provision hereof 
shall not be deemed a waiver of any such breach. No waiver of any provision 
of this Lease shall be deemed a continuing waiver unless such waiver 
specifically states so in writing and is signed by both Landlord an Tenant. 
No delay omission in the exercise of any right or remedy accruing to either 
party upon any breach by the other party under this Lease shall impair such 
right or remedy or be construed as a waiver of any such breach theretofore or 
thereafter occurring. The waiver by either party of any breach of any 
provision of this Lease shall not be deemed to be a waiver of any subsequent 
breach of the same or any other provisions herein contained.

     13.14  MISCELLANEOUS:  Should any provision of this Lease prove to be 
invalid or illegal, such invalidity or illegality shall in no way affect, 
impair or invalidate any other provision hereof, and such remaining 
provisions shall remain in full force and effect. Time is of the essence with 
respect to the performance of every provision of this Lease in which time of 
performance is a factor. Any copy of this Lease which is executed by the 
parties shall be deemed an original for all purposes. This Lease shall, 
subject to the provisions regarding assignment, apply to and bind the 
respective heirs, successors, executors, administrators and assigns of 
Landlord and Tenant. The term "party" shall meant Landlord or Tenant as the 
context implies. If Tenant consists of more that one person or entity, then 
all members of Tenant shall be jointly and severally liable hereunder. This 
Lease shall be construed and enforced in accordance with the Laws of the 
State which the Leased premises are located. The language in all parts of 
this Lease shall in all cases be construed as a whole according to its fair 
meaning, and not strictly for or against either Landlord or Tenant. The 
captions used in this Lease are for convenience only and shall not be 
considered in the construction or interpretation of any provision hereof. 
When the context of this Lease requires, the neuter gender includes the 
masculine, the feminine, a partnership or corporation or joint venture, and 
the singular includes the plural. The terms "must, shall, will", and "agree" 
are mandatory. The term "may" is permissive. When a party is required to do 
something by this Lease, it shall do so at its sole cost and expense without 
right of reimbursement from the other party unless specific provision is made 
therefore. Where Tenant is obligated not to perform any act or is not 
permitted to perform any act, Tenant is also obligated to restrain any others 
reasonably within its control, including agents, invitees, contractors, 
subcontractors and employees, from performing said act. Landlord shall not 
become or be deemed a partner or a join venturer with Tenant by reason of any 
of the provisions of this Lease.

                                  ARTICLE 14
                             CORPORATE AUTHORITY, 
                         BROKERS AND ENTIRE AGREEMENT

     14.1  CORPORATE AUTHORITY:  If Tenant is a corporation, each individual 
executing this Lease on behalf of said corporation represents and warrants 
that Tenant is validly formed and duly authorized and existing, that Tenant 
is qualified to do business in the State in which the Leased premises are 
locate, that Tenant has the full right and legal authority to enter into this 

<PAGE>

Lease, that he or she is duly authorized to execute and deliver this Lease on 
behalf of Tenant in accordance with the bylaws and/or a board of directors' 
resolution of Tenant, and that this Lease is binding upon Tenant in 
accordance with its terms. Tenant shall, within thirty days after execution 
of this Lease, deliver to Landlord a certified copy of the resolution of its 
board of directors authorizing or ratifying the execution of this Lease, and 
if Tenant fails to do so. Landlord at its sole election may elect to (i) 
extend the Intended Commencement Date by such number of days that Tenant 
shall have delayed in so delivering such corporate resolution to Landlord or 
(ii) terminate this Lease.

     14.2  BROKERAGE COMMISSIONS:  Tenant warrants that it has not had any 
dealings with any real estate broker(s), leasing agent(s), finder(s) or 
salesman, other than the Brokers (as named in Article I) with respect to the 
lease by it of the Leased Premises pursuant to this Lease, and that it will 
indemnify, defend with competent counsel, and hold Landlord harmless from any 
liability for the payment of any real estate brokerage commissions, leasing 
commissions or finder's fees claimed by any other real estate broker(s), 
leasing agent(s), finder(s), or salesmen to be earned or due and payable by 
reason of Tenant's agreement or promise implied or otherwise) to pay (or to 
have Landlord pay) such a commission or finder's fee by reason of its leasing 
the Leased Premises pursuant to this Lease.

     14.3  ENTIRE AGREEMENT:  This Lease, the Exhibits (as described in 
Article 1) and the Addenda (as described in Article 1), which Exhibits and 
Addenda are by this reference incorporated herein, constitute the entire 
agreement between the parties, and there are no other agreements, 
understandings or representations between the parties relating to the lease 
by Landlord of the Leased Premises to Tenant, except as expressed herein. No 
subsequent changes, modifications or additions to this lease shall be binding 
upon the parties unless in writing and signed by both Landlord and Tenant.

     14.4  LANDLORD'S REPRESENTATIONS:  Tenant acknowledges that neither 
Landlord nor any of its agents made any representation or warranties 
respecting the Project, the Building or the Leased Premises, upon which 
Tenant relied in entering into this Lease, which are not expressly set forth 
in this Lease. Tenant further acknowledges that neither Landlord nor any of 
its agents made any representations as to (i) whether the Leased Premises may 
be used for Tenant's intended use under existing Law, or (ii) the suitability 
of the Leased Premises for the conduct of Tenant's business, or (iii) the 
exact square footage of the Leased Premises, and that Tenant relied solely 
upon its own investigations respecting said matters. Tenant expressly waives 
any and all claims for damage by reason of any state-management, 
representation, warranty, promise or other agreement of Landlord or 
Landlord's agent(s), if any, not contained in this Lease or in any Addenda 
hereto.

<PAGE>

      IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of 
the respective dates below set forth with the intent to be legally bound 
thereby as of the Effective Date first above set forth.

AS LANDLORD:                           AS TENANT:


RENCO EQUITIES IV                      ZYCAD CORPORATION        
A general partnership                    a Delaware corporation        


By:  /s/ Donald E. Vermeil             By:  /s/ Phillips W. Smith
    --------------------------             --------------------------

Title:  General Partner                Title: President and CEO   
       -----------------------                -----------------------

By:  /s/ Gerald Hodnefield             By:  /s/ Peter J. Cassidy
    --------------------------             --------------------------

Title:  General Partner                Title: Executive VP and CFO   
       -----------------------                -----------------------

Dated: March 20, 1996                  Date:  March 20,  1996
       -----------------------                -----------------------



      If Tenant is a CORPORATION, the authorized officers must sign on behalf 
of the corporation and indicate the capacity in which they are signing. This 
Lease must be executed by the chairman of the board, president or 
vice-president, and the secretary, assistant secretary, the chief financial 
officer or assistant treasurer, unless the bylaws or a resolution of the 
board of directors shall otherwise provide, in which event a certified copy, 
of the bylaws or a certified copy of the resolution, as the case my be, must 
be attached to this Lease.